Release; Additional Covenants. The Servicer shall (i) not release any Financed Vehicle 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 Financed Vehicle to a purchaser following repossession by the Servicer, (ii) not impair the rights of the Borrower, the Administrative Agent, the Collateral Custodian, the Paying Agent or the Secured Parties in the Collateral, (iii) not increase the number of Scheduled Payments due under a Receivable except as permitted herein, (iv) prior to the payment in full of any 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 Receivable or any interest therein, (v) immediately notify the Borrower, the Backup Servicer, the Collateral Custodian, the Paying Agent 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 a Lockbox, Lockbox Account, the Master Collection Account or the Collection Account, all payments received by the Servicer with respect to the 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 Receivables from the Collateral pursuant to this Agreement and the obligation of FC Funding to reacquire Receivables from the Borrower pursuant to the Purchase Agreement, (ix) promptly notify the Borrower, the Backup Servicer, the Collateral Custodian, the Paying Agent and the Administrative Agent of the occurrence of any Servicer Termination Event 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, the Paying Agent 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 relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the other Collateral, (xi) take all commercially reasonable action necessary to maximize the returns pursuant to the Insurance Policies, (xii) deliver or cause to be delivered to the Borrower no later than two (2) Business Day preceding any Funding Date, as the case may be, the current Schedule of Receivables and (xiii) deliver or cause to be delivered to the Collateral Custodian not later than the 5th Business Day preceding the Closing Date or the date of such Subsequent Loan, as the case may be, the Contracts with respect to those Receivables, as the case may be. The Servicer shall, within two Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Backup Servicer, the Collateral Custodian, the Borrower or the Administrative Agent might have with respect to the administration of the Receivables.
Appears in 1 contract
Release; Additional Covenants. The Servicer shall (i) not 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 ServicerServicer 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, (ii) not impair the rights of the Borrower, the Administrative Agent, the Collateral Custodian, the Paying Agent Secured Parties or the Secured Parties Custodian in the Collateral, (iii) not increase the number of Scheduled Payments due under a Receivable or Contract except as permitted hereinherein or in the Credit and Collection Policy, (iv) prior to the payment in full of any Receivable, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than except for Permitted Liens) on such Receivable or any interest therein, (v) immediately notify the Borrower, the Backup ServicerSecured Parties, the Collateral Custodian, the Paying Agent and the Administrative Agent Custodian of the existence of any Lien (except for Permitted Liens) 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 Custodian in, to and under the Collateral against all claims of third parties claiming through or under the Servicer, (vii) transfer to the Lockbox Account for deposit into a Lockbox, Lockbox Account, the Master Collection Account or the Collection Account, all payments received by the Servicer with respect to the Receivables in accordance with this Agreement, the Intercreditor Agreement and the Intercreditor Party Agreement, (viii) comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of FC Funding the Seller to reacquire Receivables from the Borrower pursuant to the Purchase Agreement, (ix) promptly notify the Borrower, the Backup Servicer, the Collateral CustodianSecured Parties, the Paying Agent Agent, and the Administrative Agent Custodian of the occurrence of any Servicer Termination Event or Unmatured Servicer Termination Event and any breach breach, in any material respect, by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the Borrower, the Backup Servicer, the Collateral CustodianSecured Parties, the Paying Agent and the Administrative Agent Custodian 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 relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the other Collateral, (xi) take all commercially reasonable action necessary to maximize the returns pursuant to the Insurance Policies, (xii) deliver or cause to be delivered to the Borrower no later than two (2) one Business Day preceding any Funding Date, as the case may be, the current Schedule of Receivables and Receivables, (xiii) with respect to any Receivable, deliver or cause to be delivered to the Collateral Custodian not later than the 5th within one Business Day preceding the Closing Date date of the Initial Loan or the date of such Subsequent Loan, as the case may be, the Contracts documents to be included in the Receivable Files with respect to those Receivables, as the case may be, (xiv) not impair the rights of the Borrower or the Secured Parties in the Collateral or (xv) not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than any Permitted Liens) on the Collateral or any interest therein. 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 either 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. The Servicer shall, within two Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Backup ServicerBorrower, the Collateral Custodian, the Borrower any Secured Party or the Administrative Agent Custodian might have with respect to the administration of the Receivables.
Appears in 1 contract
Samples: Warehouse Agreement (Vroom, Inc.)
Release; Additional Covenants. The Servicer shall (i) not 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 ServicerServicer 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, (ii) not impair the rights of the Borrower, the Administrative Agent, the Collateral Custodian, the Paying Agent Secured Parties or the Secured Parties Custodian in the Collateral, (iii) not increase the number of Scheduled Payments due under a Receivable except as permitted hereinherein or in the Credit and Collection Policy, (iv) prior to the payment in full of any 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 Receivable or any interest therein, (v) immediately notify the Borrower, the Backup ServicerAdministrative Agent, the Collateral Custodian, the Paying Agent Backup Servicer and the Administrative Agent Custodian (if other than UACC) of the existence of any Lien on any portion of the Collateral (other than the Lien of the Administrative Agentany Permitted Lien) if the Servicer has actual knowledge thereof, (vi) defend the right, title and interest of the Borrower, the Secured Parties, the Collateral Custodian Administrative Agent, and the Administrative Agent Custodian in, to and under the Collateral against all claims of third parties claiming through or under the Servicer, (vii) transfer to the Local Bank Account for deposit into a Lockbox, Lockbox Account, the Master Collection Account or the Collection Account, all payments received by the Servicer with respect to the Receivables in accordance with this Agreement, the Intercreditor Agreement and the Intercreditor Party Agreement, (viii) comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of FC Funding the Seller to reacquire Receivables from the Borrower pursuant to the Purchase Agreement, (ix) promptly notify the Borrower, the Administrative Agent, the Backup Servicer, the Collateral CustodianAccount Bank, the Paying Agent each Hedge Counterparty and the Administrative Agent Custodian of the occurrence of any Servicer Termination Event and any breach breach, in any material respect, by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the Borrower, the Administrative Agent, the Backup Servicer, the Collateral Custodian, the Paying Agent Account Bank and the Administrative Agent Custodian 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 relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the other Collateral, (xi) take all commercially reasonable action necessary to maximize the returns pursuant to the Insurance Policies, (xii) deliver or cause to be delivered to the Borrower no later than two (2) one Business Day preceding the Cutoff Date or any Funding Date, as the case may be, the current Schedule of Receivables and Receivables, (xiii) with respect to any Receivable, deliver or cause to be delivered to the Collateral Custodian not later than the 5th within one Business Day preceding the Closing Date or the date of such Subsequent Loan, as the case may be, the Contracts documents to be included in the Receivable Files with respect to those Receivables, as the case may be, (xiv) not impair the rights of the Borrower or the Secured Parties in the Collateral or (xv) not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than any Permitted Lien) on the Collateral or any interest therein. 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. The Servicer shall, within two Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Backup ServicerBorrower, the Collateral CustodianAdministrative Agent, the Borrower Backup Servicer or the Administrative Agent Custodian (if other than UACC) might have with respect to the administration of the Receivables.
Appears in 1 contract
Samples: Warehouse Agreement (Vroom, Inc.)
Release; Additional Covenants. The Servicer shall (i) not 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 ServicerServicer 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, (ii) not impair the rights of the Borrower, the Administrative Agent, the Collateral Custodian, the Paying Agent Secured Parties or the Secured Parties Custodian in the Collateral, (iii) not increase the number of Scheduled Payments due under a Receivable except as permitted hereinherein or in the Credit and Collection Policy, (iv) prior to the payment in full of any 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 Receivable or any interest therein, (v) immediately notify the Borrower, the Backup ServicerAdministrative Agent, each Agent, the Collateral Custodian, the Paying Agent Backup Servicer and the Administrative Agent Custodian (if other than UACC) of the existence of any Lien on any portion of the Collateral (other than the Lien of the Administrative Agentany Permitted Lien) if the Servicer has actual knowledge thereof, (vi) defend the right, title and interest of the Borrower, the Secured Parties, the Collateral Custodian Administrative Agent, each Agent and the Administrative Agent Custodian in, to and under the Collateral against all claims of third parties claiming through or under the Servicer, (vii) transfer to the Local Bank Account for deposit into a Lockbox, Lockbox Account, the Master Collection Account or the Collection Account, all payments received by the Servicer with respect to the Receivables in accordance with this Agreement, the Intercreditor Agreement and the Intercreditor Party Agreement, (viii) comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of FC Funding the Seller to reacquire Receivables from the Borrower pursuant to the Purchase Agreement, (ix) promptly notify the Borrower, the Administrative Agent, each Agent, the Backup Servicer, the Collateral CustodianAccount Bank, the Paying Agent each Hedge Counterparty and the Administrative Agent Custodian of the occurrence of any Servicer Termination Event and any breach breach, in any material respect, by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the Borrower, the Backup ServicerAdministrative Agent, the Collateral Custodian, the Paying Agent 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 relevant UCC and any State vehicle license or registration authority as may be necessary or advisable to create, maintain and protect a first priority security interest of the Administrative Agent in, to and on the Financed Vehicles and a first priority security interest of the Administrative Agent in, to and on the other Collateral, (xi) take all commercially reasonable action necessary to maximize the returns pursuant to the Insurance Policies, (xii) deliver or cause to be delivered to the Borrower no later than two (2) Business Day preceding any Funding Date, as the case may be, the current Schedule of Receivables and (xiii) deliver or cause to be delivered to the Collateral Custodian not later than the 5th Business Day preceding the Closing Date or the date of such Subsequent Loan, as the case may be, the Contracts with respect to those Receivables, as the case may be. The Servicer shall, within two Business Days of its receipt thereof, respond to reasonable written directions or written requests for information that the Backup Servicer, the Collateral Custodian, the Borrower or the Administrative Agent might have with respect to the administration of the Receivables.each
Appears in 1 contract
Samples: Warehouse Agreement (Vroom, Inc.)
Release; Additional Covenants. The Servicer shall (i) not release any Financed Vehicle 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 Financed Vehicle to a successor purchaser following repossession by the Servicer, (ii) not impair the rights of the BorrowerDebtor, the Administrative AgentCompany, the Collateral CustodianBank Investors, the Paying Agent Insurance Provider or the Secured Parties Collateral Agent in the CollateralReceivables, (iii) not increase in crease the number of Scheduled Payments scheduled payments due under a Receivable except as permitted herein, (iv) prior to the payment in full of any Receivablefull, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume assume, or suffer to exist any Lien (other than Permitted Liens) on such any Receivable or any interest therein, (v) immediately notify the BorrowerDebtor, the Backup BackUp Servicer, the Collateral Custodian, the Paying Agent Insurance Provider and the Administrative Collateral Agent of the existence of any Lien on any portion of the Collateral Receivable (other than the Lien of the Administrative Collateral Agent) if the Servicer has actual knowledge thereof, (vi) defend the right, title title, and interest of the BorrowerDebtor, the Secured PartiesCompany, the Collateral Custodian Bank Investors, the Insurance Provider and the Administrative Collateral Agent in, to and under the Collateral Receivables, against all claims of third parties claiming through or under the Servicer, (vii) transfer to the Collateral Agent for deposit into a Lockbox, Lockbox Account, the Master Collection Account or the Collection Account, all payments received by the Servicer with respect to the Receivables in accordance with this Agreement, (viii) comply comply, in all respects with the terms and conditions of this Agreement relating to the obligation of the Borrower Debtor to remove Receivables from the Collateral pursuant to this Agreement and the obligation of FC Funding the applicable Seller to reacquire Receivables from the Borrower Debtor pursuant to the Receivables Purchase Agreement, (ix) promptly notify the BorrowerDebtor, the Backup Back-Up Servicer, the Collateral Custodian, the Paying Agent Insurance Provider and the Administrative Collat- 135 eral Agent of the occurrence of any Servicer Termination Event of Default and any breach by the Servicer of any of its covenants or representations and warranties contained hereinherein pursuant to Section 3.4(k)(iii), (x) promptly notify the BorrowerDebtor, the Backup ServicerInsurance Provider, the Collateral Custodian, the Paying Agent Back-Up Servicer and the Administrative Collateral Agent of the occurrence of any event which, to the knowledge of the Servicer, would require that the Borrower Debtor make or cause to be made any filings, reports, notices notices, or applications or seek any consents or authorizations from any and all Government Authorities government agencies, tribunals, or authorities in accordance with the relevant Relevant UCC and any State state vehicle license or registration authority as may be necessary or advisable to create, maintain maintain, and protect a first first-priority security interest of the Administrative Collateral Agent in, to to, and on the Financed Vehicles and a first first-priority security interest of the Administrative Collateral Agent in, to to, and on the other CollateralReceivables, (xi) take all commercially reasonable action necessary to maximize the returns pursuant to the Financed Vehicle Insurance Policies, (xii) deliver or cause to be delivered to the Borrower Debtor no later than two one (21) Business Day preceding the Cut-Off Date or any Funding Date, as the case may be, the current Schedule of Receivables Schedule, and (xiii) deliver or cause to be delivered to the Collateral Custodian not later than the 5th within one (1) Business Day preceding the Closing Date or the date of such Subsequent LoanFunding, as the case may be, the Contracts documents to be included in the Receivable Files with respect to those the Receivables, as the case may be. The Servicer shall, within two (2) Business Days of its receipt thereof, respond to reasonable written writ ten directions or written requests for information that the Backup Back-Up Servicer, the Collateral CustodianDebtor, the Borrower Agent, the Collateral Agent or the Administrative Agent Insurance Provider might have with respect to the administration of the Receivables. The Servicer will promptly advise the Debtor, the Insurance Provider, the Back-Up Servicer and the Collateral Agent of any inquiry received from an Obligor which requires the consent of the Debtor or the Collateral Agent.
Appears in 1 contract
