Release; Additional Covenants Clause Samples
The "Release; Additional Covenants" clause primarily functions to discharge one or more parties from certain claims, liabilities, or obligations, while also imposing further promises or commitments beyond the main agreement. In practice, this clause may specify that a party waives the right to pursue legal action for past events related to the contract and agrees to undertake or refrain from specific actions in the future, such as maintaining confidentiality or not disparaging the other party. Its core practical function is to provide finality and closure to disputes or potential claims, while ensuring ongoing compliance with agreed-upon terms, thereby reducing future legal risk and clarifying the parties' continuing responsibilities.
Release; Additional Covenants. The Servicer shall not (i) release any underlying collateral securing any Receivable from the security interest granted therein by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of such underlying collateral to a purchaser following repossession by the Servicer, (ii) impair the rights of the Borrower, the Administrative Agent or the Secured Parties in the Collateral, (iii) increase the number of Scheduled Payments due under a Receivable except as permitted herein, (iv) prior to the payment in full of any Receivable, sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on such Receivable or any interest therein, (v) impair the rights of the Borrower or the Secured Parties in the Collateral or (vi) sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein.
Release; Additional Covenants. Neither the Servicer nor the Collateral Custodian shall (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer or (B) to an insurer in exchange for Insurance Proceeds paid by such insurer resulting from a claim for the total insured value of a Financed Vehicle, or (ii) take any action that would reasonably be expected to impair the rights of the other, the Borrower, or the Secured Parties in the Collateral. Notwithstanding any other provision of this Agreement, the Servicer may release any Financed Vehicle from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Insurance Proceeds, Recoveries, and other Collections it has received or expects to receive with respect to such Receivable and such Financed Vehicle.
Release; Additional Covenants. The Servicer shall (i) not release any Financed Vehicle securing any Collateral Receivable from the security interest granted therein by such Collateral Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer, (ii) not impair the rights of the Borrower, the Administrative Agent, the Collateral Custodian or the Secured Parties in the Collateral, (iii) not increase the number of scheduled payments due under a Collateral Receivable except as permitted herein, (iv) prior to the payment in full of any Collateral Receivable, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on such Collateral Receivable or any interest therein, (v) immediately notify the Borrower, the Backup Servicer, the Collateral Custodian and the Administrative Agent of the existence of any Lien on any portion of the Collateral (other than the Lien of the Administrative Agent) if the Servicer has actual knowledge thereof, (vi) defend the right, title and interest of the Borrower, the Secured Parties, the Collateral Custodian and the Administrative Agent in, to and under the Collateral against all claims of third parties claiming through or under the Servicer, (vii) deposit into the Collection Account, all payments received by the Servicer with respect to the Collateral Receivables in accordance with this Agreement, (viii) comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Collateral Receivables from the Collateral pursuant to this Agreement and the obligation of Seller to reacquire Receivables from the Borrower pursuant to the Receivable Purchase Agreement, (ix) promptly notify the Borrower, the Backup Servicer, the Collateral Custodian and the Administrative Agent of the occurrence of any Servicer Event of Default and any breach by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the Borrower, the Backup Servicer, the Collateral Custodian and the Administrative Agent of the occurrence of any event which, to the knowledge of the Servicer, would require that the Borrower make or cause to be made any filings, reports, notices or applications or seek any consents or authorizations from any and all Government Authorities in accordance with the relevan...
Release; Additional Covenants. Neither the Servicer nor any Subservicer shall (i) release any underlying collateral securing any Receivable from the security interest granted therein by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder (or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Collection Policy) or upon transfer of such underlying collateral to a purchaser following repossession by the Servicer or any Subservicer in accordance with the Collection Policy, (ii) impair the rights of the Borrower, the Borrower Loan Trustee, the Collateral Agent, the Administrative Agent or the Secured Parties in the Collateral, or (iii) increase the number of Scheduled Payments due under a Receivable except as permitted herein.
Release; Additional Covenants. Neither the Servicer nor the Collateral Custodian shall (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer in exchange for net sales proceeds which has been deposited to the Remittance Account for further credit to the Collection Account or (B) to an insurer in exchange for Insurance Proceeds paid by such insurer resulting from a claim for the total insured value of a Financed Vehicle, or (ii) take any action that would reasonably be expected to impair the rights of the other, the Borrower, or the Secured Parties in the Collateral. Notwithstanding any other provision of this Agreement, the Servicer may release any Financed Vehicle from the security interest created by the related Receivable when the Servicer deposits into the Collection Account an amount equal to the related Release Price or the entire amount of Insurance Proceeds, Recoveries, and other Collections it has received or expects to receive with respect to such Receivable and such Financed Vehicle.
Release; Additional Covenants. The Servicer shall not (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer or (B) to an insurer in exchange for Insurance Proceeds paid
Release; Additional Covenants. Except as permitted by the Accepted Servicing Practices, release the Borrower from any Bank Loan in whole or in part except (i) in the event of payment in full by the Borrower thereunder, or (ii) upon such Bank Loan becoming a Defaulted Loan.
Release; Additional Covenants. The Servicer shall not (i) release any Financed Vehicle securing any Receivable from the security interest granted therein by such Receivable in whole or in part except (A) in the event of payment in full by the Obligor thereunder or upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer or (B) to an insurer in exchange for Insurance Proceeds paid by such insurer resulting from a claim for the total insured value of a Financed Vehicle, or (ii) take any action that would reasonably be expected to impair the rights of the Borrower, the Secured Parties or the Collateral Custodian in the Collateral.
Release; Additional Covenants. The Servicer shall not (i) release any Financed Vehicle securing any Pledged Contract from the security interest granted therein by such Contract in whole or in part except (x) in the event of payment in full by the Obligor thereunder, or (y) upon transfer of such Financed Vehicle to a purchaser following repossession by the Servicer, (ii) impair the rights of the Borrower, the Administrative Agent, the Secured Parties or the Collateral Custodian in the Pledged Contracts, (iii) not increase the number of Scheduled Payments due under a Pledged Contract except as permitted herein, or (iv) prior to the payment in full of any Pledged Contract, sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on such Contract or any interest therein. The Servicer shall, within two (2) Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Backup Servicer, the Borrower, the Administrative Agent or the Collateral Custodian might have with respect to the administration of the Pledged Contracts.
