Reservation of Title 8.1 We reserve the proprietary rights for the purchased product until we will have received all payments from the business relation – also balance claims from the current account. We shall be entit- led to take back the purchased product if there is a behavior con- trary to the contract, particularly default in payment. The taking back of the purchased product, however, shall be no resignation from the agreement, unless we would have explicitly stated this in writing. The seizure of the purchased goods by us shall always be a resignation of the agreement. We shall be entitled to utilize the purchased product after the taking back, in doing so the revenue shall be credited on the liabilities of the customer minus adequate utilization costs.
8.2 The customer shall be entitled to sell the goods delivered by us during the proper course of business. The entitlement given according to this shall be cancelled particularly in the cases men- tioned in item 8.1 S. 2. Furthermore we shall be entitled to revoke the powers of alienation with a written statement, if the customer falls into arrears with its obligations against us, particularly with its payments, or if any other circumstances become known which let appear its creditworthiness doubtful.
8.3 Accordingly the limitations mentioned above in item 8.2 shall be valid for the right of the customer to process the goods sup- plied by us. The customer does not acquire property for the ent- irely or partially manufactured goods by means of the processing; the processing shall be free of charge exclusively for us as a ma- nufacturer in the meaning of § 950 BGB (= Civil Code). Should, however, our reservation of title be cancelled by means of any circumstances, so the customer and we already now agree that the ownership of the goods shall be assigned to us with the pro- cessing and that we shall accept the assignment of property and that the customer shall remain the depositary of the goods free of charge.
8.4 Should our reserved goods be processed with goods being still in third-party property or inseparably be mixed with them so we shall acquire co-ownership of the new goods or the mixed in- ventory. The scope of the co-ownership shall result from the pro- portion of the invoice value of the reserved goods supplied by us to the invoice value of the remaining goods.
8.5 Goods in which we acquire property or co-property according to items 8.3 and 8.4 shall be treated as reserved goods in the mea- ning of the following provisions in the same way as the goods supplied by us with reservation of title according to item 8.
8.6 The customer shall already now assign the claims from a resale of the reserved goods to us. Also the claim against the bank which has opened or confirmed a letter of credit in favor of the custo- mer (= reseller) within the scope of the resale shall belong to the claims from a resale. Herewith we accept the assignment. Should the reserved goods be processing products or mixed inventory in which besides the goods supplied by us only such objects are contained which either belonged to the customer or which had been supplied to it by any third party only with the so called simp- le reservation of title so the customer shall assign the entire claim from the resale of the goods to us. Otherwise, with the conjunc- tion of a pre- assignment to us and to other suppliers so we shall be entitled to a fraction of the proceeds on disposal, to be precise according to the proportion of the invoice value of our goods to the other processed or mixed goods.
8.7 The customer shall also assign the claims for the safeguarding of our claims against it which arise through the connection of the purchased product with a plot against any third party.
8.8 The customer shall be entitled to collect the accounts recei- vable from the resale of the goods. This direct debit authorization shall be cancelled if there is no more proper course of business at the customer according to the provision in item 7.4. Furthermore we can revoke the direct debit authorization of the customer if the customer falls into arrears with the performance of its obligations against us especially with the payments or if any other circums- tances become known which let its creditworthiness seem doubt- ful. Should the direct debit authorization be cancelled or should it be revoked by us so the customer shall inform immediately inform the debtors of the assigned claims on our request and shall give us the information and documents required for the collection.
8.9 As far as our claims are covered entirely by means of the ab- ove explained assignments respectively reservations doubtlessly by more than 110% so the surplus of the accounts receivable re- spectively the reserved goods shall be released on request of the customer according to our selection.
8.10 The customer shall be obliged to point out to our property / right and to immediately inform us in writing in any case of access of any third party to our reserved goods or the accounts receiva- ble assigned to us.
8.11 The customer shall be obliged to treat the purchased product carefully as long as it has not yet passed into its property. The cus- tomer shall particularly be obliged to sufficiently insure the goods against fire, water, and theft on its own expense at the original va- xxx. As far as maintenance and inspection work is required so the customer shall have to carry out them timely on its own expense.
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).
Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.
(b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or
(ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price.
(c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,
Transfer of Title Each party agrees that all right, title and interest in and to any Eligible Credit Support, Equivalent Credit Support, Equivalent Distributions or Interest Amount which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).
Retention of Title 11.1. Title to all delivered goods remains with the Seller until the Buyer has paid all sums owing to the Seller in connection with the respective Contract and all other obligations of the Buyer towards the Seller arising under or in connection with the respective Contract have been fulfilled. Any processing of the delivered goods by the Buyer takes place on behalf of the Seller without imposing obligations on the Seller. If the delivered goods are processed with other goods not owned by the Seller, the Seller acquires a co-ownership on the newly produced goods pro rata the value of the delivered goods at the time of the processing.
11.2. The Buyer shall be entitled to sell the delivered goods in the usual course of business. Any possible claims resulting from such sale shall herewith be assigned to the Seller in advance and the Buyer shall undertake all necessary publicity requirements for enforceability of such assignment. The Buyer shall provide the Seller with written customer lists upon the Seller’s request. If the Buyer sells any goods co-owned by the Seller, the assignment shall apply in the same volume as this co-ownership. The Seller shall be entitled to collect the assigned sum.
11.3. The Buyer is obliged to appropriately insure the goods still owned by the Seller against all common risks, particularly against fire, burglary or damage caused by water at its own expense, to treat them cautiously and store them properly.
11.4. In case the Buyer is in delay of overdue payment considering a grace period of 10 working days, the Seller shall be entitled to demand restitution of the delivered goods or to collect the delivered goods and to sell them as they are (i.e. including their packing) to any third persons. One or several of these acts shall not be considered as termination of the respective orders and does not relieve the Buyer to effect payment of the invoiced amounts. In case the delivered goods are sold to third parties by the Seller, the Buyer states and guarantees that this will not result in the infringement of any intellectual property rights (e.g. trademark rights with regard to signs, logos and words, etc.) that are imprinted on the respective goods or packaging and waives any rights the Buyer may have against the Seller resulting therefrom.
11.5. The Seller may, at its free discretion, however, also terminate the unpaid order, without limiting any of the Seller’s claims arising out of or in connection with the Buyer’s breach of contract, in particular claims for damages.
Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.
Certificate of Title The Receivable File related to such Receivable contains the original Certificate of Title (or a photocopy or image thereof) or evidence that an application for a Certificate of Title has been filed.
Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents.
Evidence of Title Evidence that title to a REO is held by the Trustee shall be submitted by the Servicer to the Master Servicer and, if applicable, to the Primary Mortgage Insurer and/or the Pool Insurer, within ten Business Days after marketable title to such REO has been acquired.
Delivery and Registration of the Property The Trust shall deliver or cause to be delivered to Custodian all securities and all monies owned by the Funds, including cash received for the issuance of Shares, at any time during the period of this Agreement, except for securities and monies to be delivered to any sub-custodian appointed, with approval of the Trust, by Custodian pursuant to Paragraphs 7, 27, or 28(g) hereof. Custodian will not be responsible for such securities and such monies until actually received by it. All securities delivered to Custodian or any such sub-custodian (other than in bearer form) shall be registered in the name of the Fund or in the name of a nominee of a Fund or in the name of Custodian or any nominee of Custodian (with or without indication of fiduciary status) or in the name of any sub-custodian or any nominee of such sub-custodian appointed, with approval of the Trust, pursuant to Paragraphs 7, 27, or 28(g) hereof or shall be properly endorsed and in form for transfer satisfactory to Custodian.
