Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 4 contracts

Samples: Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2014-1), Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2014-1), Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2013-2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of CEF Receivables [On file with ~~Mxxxx~~ Xxxxx Xxxxx LLP] ~~Sch. I-1 Receivables Purchase and Sale Agreement~~ Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 2 contracts

Samples: Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2011-1), Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2011-1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Loan Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:Agreement

Appears in 2 contracts

Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-1), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Receivables Purchase and Sale Agreement Sch. 4.4-2 Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] ~~Sch. I-1~~ Receivables Purchase and Sale Agreement Sch. I-1 Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 2 contracts

Samples: Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2012-1), Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2012-1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of CEF ~~Receivables [~~Loans On file with Mxxxx Xxxxx ~~LLP] Sch. I-1 Receivables~~ LLP Loan Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 2 contracts

Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-2), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Collateral. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Collateral as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies 700148757 06142559 Loan Purchase and Sale Agreement the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. 700148757 06142559 Loan Purchase and Sale Agreement Schedule I Schedule of CEF ~~Receivables [~~Loans On file with ~~Mxxxx~~ Xxxxx ~~LLP] Sch. I-1 Receivables~~ Xxxxx LLP 700148757 06142559 Loan Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 2 contracts

Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2011-1), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2011-1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller~~Purchaser’s ~~signature authorizing~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. APPENDIX E – Standard & Poor’s Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 – Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 – March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 – current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective for loans originated on or ~~Affiliate~~ after January 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id. § 16a-3-207) and; High APR Consumer Loan (id. § 16a-3-308a) Kentucky 2003 KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Massachusetts Predatory Home Loan Practices Act Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004 High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of ~~the Seller~~ 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or ~~GE Capital~~after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. ~~In addition to the foregoing~~§§ 58-21A-1 et seq. Effective as of January 1, ~~such steps~~ 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and ~~indicia~~ Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) High Cost Home Loan

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2)

Seller to Maintain Perfection and Priority. ~~The~~ Each Seller covenants that, in order to evidence the interests of ~~the~~ such Seller and ~~the Purchaser~~ Buyer under ~~the Purchase and Sale~~ this Agreement, ~~the~~ such Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (~~including, without limitation,~~ including such actions as are requested by ~~the Purchaser~~Buyer) to maintain and perfect, as a first priority interest, Buyer’s ownership of the ~~Purchaser’s security interest in the Purchaser~~ Transferred Assets. ~~The~~ Such Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to ~~the Purchaser~~ Buyer for ~~the Purchaser~~ Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided ~~for~~for in this paragraph) ~~the Servicer~~ such Seller to ~~file~~ file, all financing statements, amendments, continuations, ~~initial~~ financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer’s ownership of the ~~Purchaser’s security interest in the Purchaser~~ Transferred Assets as a first-priority interest (each a “Filing”). ~~The~~ Such Seller shall present each such Filing to ~~the Purchaser~~ Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i~~) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii~~) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (~~iii~~ii) satisfies the requirements for a Filing of such type under the ~~Uniform Commercial Code~~ UCC in the applicable ~~jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)~~jurisdiction, and (y) a form of authorization for ~~the Seller~~Buyer’s ~~signature authorizing the Servicer to~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, Buyer shall promptly authorize in writing such Seller to, and such Seller shall, effect such Filing under the ~~Uniform Commercial Code without the signature of the Seller where allowed by applicable law~~UCC. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale~~ Notwithstanding anything else in this Agreement ~~Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case,~~ to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoingcontrary, such ~~steps and indicia of the Purchaser’s separate identity include the following:~~Seller shall not have any authority to effect a Filing without obtaining written authorization from Buyer in accordance with this paragraph.

Appears in 2 contracts

Samples: Receivables Sale Agreement (CDF Funding, Inc.), Receivables Sale Agreement (CDF Funding, Inc.)

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc1), Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc4)

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (SG Mortgage Securities Trust 2006-Fre1), Mortgage Loan Purchase Agreement (SG Mortgage Securities Trust 2006-Opt2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the ~~Purchaser~~ Buyer under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (~~including, without limitation,~~ including such actions as are requested by the ~~Purchaser~~Buyer) to maintain and perfect, as a first priority interest, the ~~Purchaser’s security~~ Buyer's ownership interest in the ~~Purchaser Assets~~Seller's rights in the Receivables Property. The ~~Seller shall~~ Servicer shall, from time to time and within the time limits established by law, prepare and present to the ~~Purchaser~~ Buyer (and the Trustee) for the ~~Purchaser~~ Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided ~~for~~for in this paragraph) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, ~~initial~~ financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the ~~Purchaser’s security~~ Buyer's ownership interest in the ~~Purchaser Assets~~ Seller's rights in the Receivables Property as a first-priority interest (each a “"Filing”"). The ~~Seller~~ Servicer shall present each such Filing to the ~~Purchaser~~ Buyer (and the Trustee) together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with ~~grant~~ transfer of the ~~security~~ ownership interest to the ~~Purchaser~~ Buyer pursuant to the ~~Granting Clause~~ Section 2.1 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the ~~Uniform Commercial Code~~ UCC in the applicable jurisdiction (or if the ~~Uniform Commercial Code~~ UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller’s signature authorizing~~ Buyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Buyer shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code without~~ UCC. Notwithstanding anything else in this Agreement to the ~~signature of~~ contrary, the Seller ~~where allowed by applicable law~~shall not have any authority to effect a Filing without obtaining written authorization from the Buyer in accordance with this paragraph (8). Any reference in this Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the ~~extent within its control) to maintain~~ Rating Agency Condition shall be construed as if Standard & Poor's were the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:only Rating Agency.

Appears in 2 contracts

Samples: Receivables Contribution and Sale Agreement (CDF Funding, Inc.), Receivables Contribution and Sale Agreement (CDF Financing LLC)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Receivables Purchase and Sale Agreement Sch.4.4(b)-2 Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Receivables Purchase and Sale Agreement Sch.4.4(b)-3 Schedule I Schedule of CEF ~~Receivables~~ [Loans] [Receivables] [On file with ~~Mxxxx~~ Xxxxx Xxxxx LLP] ~~Sch. I-1~~ Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (Cef Equipment Holding LLC)

Seller to Maintain Perfection and Priority. ~~The~~ Each Seller covenants that, in order to evidence the interests of ~~the~~ such Seller and ~~the Purchaser~~ Buyer under ~~the Purchase and Sale~~ this Agreement, ~~the~~ such Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (~~including, without limitation,~~ including such actions as are requested by ~~the Purchaser~~Buyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the ~~Purchaser’s security interest in the Purchaser~~ Transferred Assets. ~~The~~ Such Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to ~~the Purchaser~~ Buyer for ~~the Purchaser~~ Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided ~~for~~for in this paragraph) ~~the Servicer~~ such Seller to ~~file~~ file, all financing statements, amendments, continuations, ~~initial~~ financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the ~~Purchaser’s security interest in the Purchaser~~ Transferred Assets as a first-priority interest (each a “"Filing”"). ~~The~~ Such Seller shall present each such Filing to ~~the Purchaser~~ Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i~~) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii~~) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (~~iii~~ii) satisfies the requirements for a Filing of such type under the ~~Uniform Commercial Code~~ UCC in the applicable ~~jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)~~jurisdiction, and (y) a form of authorization for ~~the Seller’s signature authorizing the Servicer to~~ Buyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, Buyer shall promptly authorize in writing such Seller to, and such Seller shall, effect such Filing under the ~~Uniform Commercial Code without the signature of the Seller where allowed by applicable law~~UCC. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale~~ Notwithstanding anything else in this Agreement ~~Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case,~~ to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoingcontrary, such ~~steps and indicia of the Purchaser’s separate identity include the following:~~Seller shall not have any authority to effect a Filing without obtaining written authorization from Buyer in accordance with this paragraph.

Appears in 1 contract

Samples: Receivables Sale Agreement (CDF Funding, Inc.)

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Opt1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s 's security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s 's security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “"Filing”"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller’s signature authorizing~~ Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. Xxxxxxx 0 XXXXXXXX X - Xxxxxxxx & Xxxx'x Xxxx-Xxxxxxxxx Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Arkansas Arkansas Home Loan Protection Act, High Cost Home Ark. Code Xxx. Sections 23-53-101 Loan et seq. Effective July 16, 2003 -------------------------------------------------------------------------------- Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Covered Loan Code Sections 757.01 et seq. Effective June 2, 2003 -------------------------------------------------------------------------------- Colorado Consumer Equity Protection, Colo. Covered Loan Stat. Xxx. Sections 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 -------------------------------------------------------------------------------- Connecticut Connecticut Abusive Home Loan High Cost Home Lending Practices Act, Conn. Gen. Loan Stat.Sections 36a-746 et seq. Effective October 1, 2001 -------------------------------------------------------------------------------- District of Columbia Home Loan Protection Act, D.C. Code Covered Loan Sections 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 -------------------------------------------------------------------------------- Florida Fair Lending Act, Fla. Stat. Xxx. High Cost Home Sections 494.0078 et seq. Loan Effective October 2, 2002 -------------------------------------------------------------------------------- STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code High Cost Home Mar. 6, 2003) Xxx. Sections 7-6A-1 et seq. Loan Effective October 1, 2002 - March 6, 2003 -------------------------------------------------------------------------------- Georgia as amended Georgia Fair Lending Act, Ga. Code High Cost Home (Mar. 7, 2003 - Xxx. Sections 7-6A-1 et seq. Loan current) Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 -------------------------------------------------------------------------------- HOEPA Section 32 Home Ownership and Equity High Cost Loan Protection Act of 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 -------------------------------------------------------------------------------- Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Stat. tit. 815, Sections 137/5 et Loan seq. Effective for loans originated on or ~~Affiliate~~ after January 1, 2005. -------------------------------------------------------------------------------- Kansas Consumer Credit Code, Kan. Stat. High Loan to Xxx. Sections 16a-1-101 et seq. Value Consumer Loan (id. Sections 16a-1-301 and 16a-3-207 Section became effective April 14, 1999; 16a-3-207) and; Section 16a-3-308a became effective July 1, 1999 High APR Consumer Loan (id. Section 16a-3-308a) -------------------------------------------------------------------------------- Kentucky 2003 KY H.B. 287 - High Cost Home High Cost Home Loan Act, Ky. Rev. Stat. Sections Loan 360.100 et seq. Effective June 24, 2003 -------------------------------------------------------------------------------- STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of ~~the Seller or GE Capital~~Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Maine Truth in Lending, Me. ~~In addition~~ Rev. Stat. High Rate High tit. 9-A, Sections 8-101 et seq. Fee Mortgage Effective September 29, 1995 and as amended from time to ~~the foregoing~~time -------------------------------------------------------------------------------- Massachusetts Part 40 and Part 32, ~~such steps~~ 209 C.M.R. High Cost Home Sections 32.00 et seq. and ~~indicia of the Purchaser’s separate identity include the following:~~209 Loan C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time -------------------------------------------------------------------------------- Massachusetts Predatory Home Loan High Cost Home Practices Act Mass. Gen. Laws ch. Mortgage Loan 183C, Sections 1 et seq.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Home Equity Loan Trust, Series 2005-Nc4 Asset-Backed Pass-Through Certificates)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s 's security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s 's security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “"Filing”"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller’s signature authorizing~~ Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where Mortgage Loan Purchase Agreement allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. Mortgage Loan Purchase Agreement APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan Ann. Sections 23-53-101 et seq. Exxxctive July 00, 0000 Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Xxx. Xxxx Xxxxxxxx Xovered Loan 757.01 et seq. Effective June 2, 2003 Colorado Consumer Equity Protection, Colo. Stat. Ann. Covered Loan Sectionx 0-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Connecticut Connecticut Abusive Home Loax Xxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxx Xxxx Act, Conn. Gen. Stat. Sections 36a-746 et seq. Effective October 1, 2001 District of Columbia Home Loan Protection Act, D.X. Xxxx Xxxxxxxx Covered Loan 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Florida Fair Lending Act, Fla. Stat. Ann. Sections High Cost Home Loan 494.0078 et seq. Effective October 2, 2002 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Ann. Sections Xxxx Xxxx Xxxx Xxxx Xxx. 0, 0000) 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Georgia as amended (Mar. 7, 2003 Georgia Fair Lending Act, Ga. Code Ann. Sections High Cosx Xxxx Xxxx - xxxxxxx) 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 HOEPA Section 32 Home Ownership and Xxxxxx Xxxxxxxxxx Xxt of High Cost Loan 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 Illinois High Risk Home Loan Act, Ill. Comp. Stat. High Risk Home Loan tit. 815, Sections 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) Indiana Indiana Home Loan Practices Act, Ind. Code High Cost Home Loan Ann. Sections 24-9-1-1 et seq. Efxxxtive for loans originated on or ~~Affiliate~~ after January 1, 2005. Kansas Consumer Credit Code, Kan. Stat. Ann. Sections High Loan to Value Consumer Loan 16a-1-101 et seq. (id. Section 16a-3-207) and; Sections 16a-1-301 and 16a-3-207 became effective High APR Consumer Loan (id. Section April 14, 1999; Section 16a-3-308a became effective 16a-3-308a) July 1, 1999 Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, High Cost Home Loan Ky. Rev. Stat. Sections 360.100 et seq. Effective June 24, 2003 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of ~~the Seller~~ Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, High Rate High Fee Mortgage Sections 8-101 et seq. Effective September 29, 1995 and as amended from time to time Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 et High Cost Home Loan seq. and 209 C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time Massachusetts Predatory Home Loan Practices High Cost Home Mortgage Loan Act Mass. Gen. Laws ch. 183C, Sections 1 et seq. Effective November 7, 2004 Nevada Assembly Bill No. 284, Nev. Rev. Stat. Sections Home Loan 598D.010 et seq. Effective October 1, 2003 New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan 2002, N.J. Rev. Stat. Sections 46:10B-22 et seq. Effective for loans closed on or ~~GE Capital~~after November 27, 2003 New Mexico Home Loan Protection Act, N.M. Rev. Stat. ~~In addition to the foregoing~~Sections High Cost Home Loan 58-21A-1 et seq. Effective as of January 1, ~~such steps~~ 2004; Revised as of February 26, 2004 New York N.Y. Banking Law Article 6-l High Cost Home Loan Effective for applications made on or after April 1, 2003 North Carolina Restrictions and ~~indicia~~ Limitations on High Cost High Cost Home Loan Home Loans, N.C. Gen. Stat. Sections 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- -----------------------------------

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s 's security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s 's security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “"Filing”"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller’s signature authorizing~~ Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch~~Notwithstanding anything else in the transaction documents to the Mortgage Loan Purchase Agreement contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. ~~I-1 Receivables~~ Mortgage Loan Purchase ~~and Sale~~ Agreement Exhibit ~~4.2(f~~1 APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) ~~SEPARATE IDENTITY PROVISIONS The Purchaser~~the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Arkansas Arkansas Home Loan Protection Act, ~~GE Capital and the Seller have and will continue~~ Ark. Code High Cost Home Loan Xxx. Sections 00-00-000 et seq. Effective July 16, 0000 Xxxxxxxxx Xxxxxxx, XX Ordinance No. 72-2003 (~~in each case~~PSH), to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those Mun. Code Covered Loan Sections 757.01 et seq. Effective June 2, 2003 Colorado Consumer Equity Protection, Colo. Stat. Xxx. Covered Loan Sections 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 0000 Xxxxxxxxxxx Xxxxxxxxxxx Abusive Home Loan Lending High Cost Home Loan Practices Act, Conn. Gen. Stat. Sections 36a-746 et seq. Effective October 1, 0000 Xxxxxxxx xx Xxxxxxxx Home Loan Protection Act, D.C. Code Sections Covered Loan 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Florida Fair Lending Act, Fla. Stat. Xxx. Sections High Cost Home Loan 494.0078 et seq. Effective October 2, 2002 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Georgia (Oct. 1, 0000 Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. High Cost Home Loan - Mar. 6, 2003) Sections 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Georgia as amended Georgia Fair Lending Act, Ga. Code Xxx. High Cost Home Loan (Mar. 7, 2003 - Sections 7-6A-1 et seq. current) Effective for loans closed on or ~~any other Subsidiary~~ after Xxxxx 0, 0000 XXXXX Section 32 Home Ownership and Equity Protection Act of High Cost Loan 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan 815, Sections 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) Indiana Indiana Home Loan Practices Act, Ind. Code High Cost Home Loan Xxx. Sections 24-9-1-1 et seq. Effective for loans originated on or ~~Affiliate~~ after January 1, 2005. Kansas Consumer Credit Code, Kan. Stat. Xxx. Sections High Loan to Value Consumer 16a-1-101 et seq. Loan (id. Section 16a-3-207) and; Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a High APR Consumer Loan (id. became effective July 1, 1999 Section 16a-3-308a) Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, High Cost Home Loan Ky. Rev. Stat. Sections 360.100 et seq. Effective June 24, 2003 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of ~~the Seller~~ Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, High Rate High Fee Mortgage Sections 8-101 et seq. Effective September 29, 1995 and as amended from time to time Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 High Cost Home Loan et seq. and 209 C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time Massachusetts Predatory Home Loan Practices High Cost Home Mortgage Act Mass. Gen. Laws ch. 183C, Sections 1 et Loan seq. Effective November 7, 2004 Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan Sections 598D.010 et seq. Effective October 1, 2003 New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan 2002, N.J. Rev. Stat. Sections 46:10B-22 et seq. Effective for loans closed on or ~~GE Capital~~after November 27, 2003 New Mexico Home Loan Protection Act, N.M. Rev. Stat. ~~In addition to the foregoing~~High Cost Home Loan Sections 58-21A-1 et seq. Effective as of January 1, ~~such steps~~ 2004; Revised as of February 26, 2004 New York N.Y. Banking Law Article 6-l High Cost Home Loan Effective for applications made on or after April 1, 2003 North Carolina Restrictions and ~~indicia~~ Limitations on High Cost Home High Cost Home Loan Loans, N.C. Gen. Stat. Sections 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- ---------------------------

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre1)

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc3)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of ~~CEF Receivables~~ Purchaser [Loans] [Receivables] [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The ~~Purchaser, GE Capital~~ Purchaser and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or ~~GE Capital or~~ any other Subsidiary or Affiliate of the ~~Seller or GE Capital~~Seller. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (GECB Equipment Funding, LLC)

Seller to Maintain Perfection and Priority. ~~The Seller covenants that, in~~ In order to evidence the interests of the ~~Seller and the Purchaser~~ Issuer under ~~the Purchase and Sale~~ this Agreement, the Seller ~~shall~~ shall, from time to time take such action, or execute and deliver such instruments (other than ~~effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph~~filing financing statements) as may be necessary or advisable (including, without limitation, such actions as are requested by the ~~Purchaser~~Administrator on behalf of the Issuer) to maintain and perfect, as a ~~first~~ first-priority interest, the ~~Purchaser’s~~ Issuer's security interest in the ~~Purchaser Assets~~Pool Receivables. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the ~~Purchaser~~ Administrator for the ~~Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file~~ Administrator's authorization and approval all financing statements, amendments, ~~continuations,~~ continuations or initial financing statements in lieu of a continuation statement, ~~terminations, partial terminations, releases~~ or ~~partial releases, or any~~ other filings necessary ~~or advisable~~ to continue, maintain and perfect the ~~Purchaser’s~~ Issuer's security interest in the ~~Purchaser Assets~~ Pool Receivables as a first-priority ~~interest (each a “Filing”)~~interest. The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing Administrator's approval of such ~~type~~ filings shall authorize the Seller to file such financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code UCC without the signature of the ~~Seller~~ Seller, the Originator or the Issuer where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and~~ Notwithstanding anything else in the ~~Seller have and will continue (in each case,~~ Transaction Documents to the ~~extent within its control)~~ contrary, neither the Seller, the Servicer, nor the Originator, shall have any authority to ~~maintain~~ file a termination, partial termination, release, partial release or any amendment that deletes the ~~Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ name of a debtor or excludes collateral of any such financing statements, without the ~~Purchaser is an entity with assets and liabilities distinct from those~~ prior written consent of the ~~Seller or GE Capital or any other Subsidiary or Affiliate~~ Administrator, on behalf of the ~~Seller or GE Capital~~Issuer. ~~In addition to the foregoing~~SCHEDULE I CREDIT AND COLLECTION POLICY SCHED.I-1 SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS LOCK-BOX BANK ACCOUNT NAME ACCOUNT NUMBER ------------- ------------ -------------- PNC Bank, ~~such steps and indicia of the Purchaser’s separate identity include the following:~~National Association Royal Appliance Receivables, Inc. 642996 P.O. Box 642996 Pittsburgh, PA 15200-0000 Xxxxx. XX-0 SCHEDULE III TRADE NAMES CORPORATE NAME TRADE NAMES/FICTITIOUS NAMES -------------------------------- ---------------------------- Royal Appliance Receivables, Inc. None. Sched. III-1 SCHEDULE 2(F) ACTIONS OR PROCEEDINGS

Appears in 1 contract

Samples: Receivables Purchase Agreement (Royal Appliance Manufacturing Co)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc Carrington Mortgage Loan Trust, Series 2004-Nc2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s 's security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s 's security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “"Filing”"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller’s signature authorizing~~ Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. EXHIBIT E --------- REQUEST FOR RELEASE SEE EXHIBIT 3 OF THE CUSTODIAL AGREEMENT EXHIBIT F-1 ----------- FORM OF TRANSFEROR REPRESENTATION LETTER [Date] Deutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Attention: Trust Administration - CA05O2 Re: Xxxxxxxxxx Mortgage Loan Trust, Series 2005-OPT2, Asset Backed Mortgage Pass-Through Certificates, Class ___, representing a ___% Class Percentage Interest --------------------------------------------------------------- Ladies and ~~will continue~~ Gentlemen: In connection with the transfer by ________________ (~~in each case, to~~ the ~~extent within its control~~"Transferor") to ~~maintain~~ ________________ (the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those "Transferee") of the ~~Seller~~ captioned mortgage pass-through certificates (the "Certificates"), the Transferor hereby certifies as follows: Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or ~~GE Capital~~ otherwise transferred any Certificate, any interest in any Certificate or any other ~~Subsidiary~~ similar security to any person in any manner, (b) has solicited any offer to buy or ~~Affiliate~~ to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, (e) has taken any other action, that (in the case of each of subclauses (a) through (e) above) would constitute a distribution of the ~~Seller~~ Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or ~~GE Capital. In addition to~~ would render the ~~foregoing, such steps and indicia~~ disposition of any Certificate a violation of Section 5 of the ~~Purchaser’s separate identity include~~ 1933 Act or any state securities law or would require registration or qualification pursuant thereto. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the ~~following~~foregoing sentence with respect to any Certificate. The Transferor will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of that certain Pooling and Servicing Agreement, dated as of May 1, 2005, among Citigroup Mortgage Loan Trust Inc. as Depositor, Option One Mortgage Corporation as Servicer and Deutsche Bank National Trust Company as Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing Agreement the Certificates were issued. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. Very truly yours, [Transferor] By:___________________________ Name: Title: FORM OF TRANSFEREE REPRESENTATION LETTER [Date] Deutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Attention: Trust Administration - CA05O2 Re: Xxxxxxxxxx Mortgage Loan Trust, Series 2005-OPT2, Asset Backed Mortgage Pass-Through Certificates, Class ___, representing a ___% Percentage Interest -------------------------------------------------------------- Ladies and Gentlemen: In connection with the purchase from ______________________ (the "Transferor") on the date hereof of the captioned trust certificates (the "Certificates"), _______________ (the "Transferee") hereby certifies as follows: The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933 Act") and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.

Appears in 1 contract

Samples: Custodial Agreement (Carrington Mortgage Loan Trust Inc Series 2005-Opt2)

Seller to Maintain Perfection and Priority. ~~The~~ Seller covenants that, in order to evidence the interests of ~~the~~ Seller and ~~the Purchaser~~ Buyer under ~~the Purchase and Sale~~ this Agreement, ~~the~~ Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (~~including, without limitation,~~ including such actions as are requested by ~~the Purchaser~~Buyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the ~~Purchaser’s security interest in~~ Transferred Assets and the ~~Purchaser Assets~~Note Trust Certificate. ~~The~~ Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to ~~the Purchaser~~ Buyer for ~~the Purchaser~~ Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided ~~for~~for in this paragraph) ~~the Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, ~~initial~~ financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the ~~Purchaser’s security interest in~~ Transferred Assets and the ~~Purchaser Assets~~ Note Trust Certificate as a first-priority interest (each a “"Filing”"). ~~The~~ Seller shall present each such Filing to ~~the Purchaser~~ Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i~~) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii~~) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (~~iii~~ii) satisfies the requirements for a Filing of such type under the ~~Uniform Commercial Code~~ UCC in the applicable ~~jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)~~jurisdiction, and (y) a form of authorization for ~~the Seller’s signature authorizing the Servicer to~~ Buyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, Buyer shall promptly authorize in writing Seller to, and Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC. Notwithstanding anything else in this Agreement to the contrary, Seller shall not have any authority to effect a Filing without ~~the signature of the Seller where allowed by applicable law~~obtaining written authorization from Buyer in accordance with this paragraph. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1~~ Receivables Purchase and ~~Sale~~ Contribution Agreement ~~Exhibit 4.2(f~~Sch. 6.1(a)(vii)-2 EXHIBIT A FORM OF ASSIGNMENT (As required by Section 2.6(c) ~~SEPARATE IDENTITY PROVISIONS The Purchaser~~of the Agreement) ASSIGNMENT No._________ OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this "Assignment") dated as of________, by and between CDF FUNDING, INC., a Delaware corporation, as Seller ("Seller") and GE ~~Capital and the Seller have and will continue~~ DEALER FLOORPLAN MASTER NOTE TRUST (~~in each case~~"Buyer"), pursuant to the ~~extent within its control)~~ Agreement referred to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:below.

Appears in 1 contract

Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller~~Purchaser’s ~~signature authorizing~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. APPENDIX E - Standard & Poor’s Anti-Predatory Lending Categorization REVISED October 20, 2006 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, Ohio Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after Jan. 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Georgia (Oct. 1, 2002 - March 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002-March 6, 2003 High Cost Home Loan Georgia as amended (March 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 High Cost Home Loan State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34. Effective Oct. 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective Jan. 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective January 1, 2005; amended by 2005-HB 1179, effective July 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id. § 16a-3-207); and High APR Consumer Loan (id. § 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995, and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001, and amended from time to time. High Cost Home Loan Massachusetts Predatory Home Loan Practices Act. Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004. High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or ~~Affiliate~~ after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of ~~the Seller~~ January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l. Effective for applications made on or ~~GE Capital~~after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. ~~In addition to the foregoing~~§§ 24-1.1E et seq. Effective July 1, ~~such steps and indicia~~ 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) High Cost Home Loan

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-Rfc1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller~~Purchaser’s ~~signature authorizing~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. APPENDIX E OF THE STANDARD & POOR’S GLOSSARY FOR FILE FORMAT FOR LEVELS® VERSION 6.0 APPENDIX E - Standard & Poor’s Predatory Lending Categories Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti- Predatory Lending Law Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti- Predatory Lending Law District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005 High Cost Home Loans Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id.§ 16a-3-207) and; High APR Consumer Loan (id.§ 16a-3-308a) Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti- Predatory Lending Law Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or ~~Affiliate~~ after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of ~~the Seller~~ January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or ~~GE Capital~~after April 1, 2003 High Cost Home Loan Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti- Predatory Lending Law North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. ~~In addition to the foregoing~~§§ 24-1.1E et seq. Effective July 1, ~~such steps and indicia~~ 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) High Cost Home Loan

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-He1)

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-Fre1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Seller where allowed by applicable law. Schedule I Schedule of CEF ~~Receivables~~ [Loans] [Receivables] [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (Cef Equipment Holding LLC)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc3)

Seller to Maintain Perfection and Priority. ~~The~~ Seller covenants that, in order to evidence the interests of ~~the~~ Seller and ~~the Purchaser~~ Buyer under ~~the Purchase and Sale~~ this Agreement, ~~the~~ Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (~~including, without limitation,~~ including such actions as are requested by ~~the Purchaser~~Buyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the ~~Purchaser’s security interest in~~ Transferred Assets and the ~~Purchaser Assets~~Note Trust Certificate. ~~The~~ Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to ~~the Purchaser~~ Buyer for ~~the Purchaser~~ Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided ~~for~~for in this paragraph) ~~the Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, ~~initial~~ financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the ~~Purchaser’s security interest in~~ Transferred Assets and the ~~Purchaser Assets~~ Note Trust Certificate as a first-priority interest (each a “"Filing”"). ~~The~~ Seller shall present each such Filing to ~~the Purchaser~~ Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i~~) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii~~) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (~~iii~~ii) satisfies the requirements for a Filing of such type under the ~~Uniform Commercial Code~~ UCC in the applicable ~~jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)~~jurisdiction, and (y) a form of authorization for ~~the Seller’s signature authorizing the Servicer to~~ Buyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, Buyer shall promptly authorize in writing Seller to, and Seller shall, effect such Filing under the ~~Uniform Commercial Code without the signature of the Seller where allowed by applicable law~~UCC. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale~~ Notwithstanding anything else in this Agreement ~~Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case,~~ to the ~~extent within its control)~~ contrary, Seller shall not have any authority to ~~maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity~~ effect a Filing without obtaining written authorization from Buyer in accordance with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:this paragraph.

Appears in 1 contract

Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2004-Nc1)

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre2)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller~~Purchaser’s ~~signature authorizing~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. APPENDIX E - Standard & Poor’s Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective for loans originated on or ~~Affiliate~~ after January 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id.§ 16a-3-207) and; High APR Consumer Loan (id.§ 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Massachusetts Predatory Home Loan Practices Act Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004 High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of ~~the Seller~~ 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or ~~GE Capital~~after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. ~~In addition to the foregoing~~§§ 58-21A-1 et seq. Effective as of January 1, ~~such steps~~ 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and ~~indicia~~ Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) High Cost Home Loan

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Rfc1)

Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under ~~the Purchase and Sale~~ this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser’s security interest in the ~~Purchaser Assets~~Mortgage Loans. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser ~~for the Purchaser~~ or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the ~~Servicer~~ Seller to ~~file~~ file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser’s security interest in the ~~Purchaser Assets~~ Mortgage Loans as a first-priority interest (each a “Filing”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to ~~the Granting Clause~~ Section 19 of ~~the Purchase and Sale~~ this Agreement, (ii) satisfies all requirements and conditions to such Filing in ~~the Purchase and Sale~~ this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the ~~Seller~~Purchaser’s ~~signature authorizing~~ signature. Upon receipt of such Opinion of Counsel and form of authorization, the ~~Servicer to~~ Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the ~~Uniform Commercial Code~~ UCC without the signature of the Seller or the Purchaser where allowed by applicable law. ~~Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser~~Notwithstanding anything else in the transaction documents to the contrary, ~~GE Capital and~~ the Seller shall not have ~~and will continue (in each case,~~ any authority to ~~the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that~~ effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1 APPENDIX E - Standard & Poor’s Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is ~~an entity with assets and liabilities distinct from those~~ generally considered High Cost by the industry. Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the ~~Seller~~ Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or ~~GE Capital~~ after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or ~~any other Subsidiary~~ after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective for loans originated on or ~~Affiliate~~ after January 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id.§ 16a-3-207) and; High APR Consumer Loan (id.§ 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Massachusetts Predatory Home Loan Practices Act Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004 High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) High Cost Home Loan Standard & Poor’s High Cost Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Ohio H.B. 386 (codified in various sections of the ~~Seller~~ Ohio Code), Ohio Rev. Code Xxx. §§ 1349.25 et seq. Effective May 24, 2002 Covered Loan Oklahoma Consumer Credit Code (codified in various sections of Title 14A) Effective July 1, 2000; amended effective January 1, 2004 Subsection 10 Mortgage South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq. Effective for loans taken on or ~~GE Capital~~after January 1, 2004 High Cost Home Loan West Virginia West Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Xxx. ~~In addition to the foregoing~~§§ 31-17-1 et seq. Effective June 5, ~~such steps~~ 0000 Xxxx Xxxxxxxx Mortgage Loan Act Loan Standard & Poor’s Covered Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Covered Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective November 27, 2003 - July 5, 2004 Covered Home Loan Standard & Poor’s Home Loan Categorization State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory Lending Law Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 Home Loan North Carolina Restrictions and ~~indicia~~ Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of ~~the Purchaser’s separate identity include the following:~~credit) Consumer Home Loan South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq. Effective for loans taken on or after January 1, 2004 Consumer Home Loan

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc5)

Seller to Maintain Perfection and Priority. ~~The Seller covenants that, in~~ In order to evidence the interests of the ~~Seller~~ Purchaser Agent and the ~~Purchaser~~ Purchasers under ~~the Purchase and Sale~~ this Agreement, the Seller ~~shall~~ shall, from time to time take such action, or execute and deliver such instruments ~~(other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be~~ necessary or advisable (including~~, without limitation~~, such actions as are requested by the ~~Purchaser~~Purchaser Agent) to maintain and perfect, as a ~~first~~ first-priority interest, the ~~Purchaser~~Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Transferred Receivables and all other assets assigned to the Purchaser ~~Assets~~Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents. The Seller ~~shall~~ shall, from time to time and within the time limits established by law, prepare and present to the Purchaser Agent upon request for the Purchaser ~~to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file~~ Agent’s authorization and approval all financing statements, amendments, ~~continuations,~~ continuations or initial financing statements in lieu of a continuation ~~statement, terminations, partial terminations, releases or partial releases~~statement in the, or ~~any~~ other filings necessary ~~or advisable~~ to continue, maintain and perfect the ~~Purchaser~~Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Transferred Receivables and all other assets assigned to the Purchaser ~~Assets~~ Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents as a first-priority ~~interest (each a “Filing”)~~interest. The Seller ~~shall present each~~ hereby authorizes the Purchaser Agent to file such ~~Filing~~ financing statements under the UCC. Notwithstanding anything else in the Related Documents to the ~~Purchaser together with (x) an Opinion of Counsel~~ contrary, except to the ~~effect that such Filing is (i~~extent contemplated by Section 4.02(g)(vi) ~~consistent with grant~~ of the ~~security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and~~ Sale Agreement and ~~(iii~~Section 4.03(g)(vi) ~~satisfies~~ of the ~~requirements for a Filing of such type under~~ Transfer Agreement, neither the ~~Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply~~Seller, the ~~applicable statute governing~~ Servicer, any Transferor nor any Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the ~~perfection~~ name of ~~security interests)~~a debtor or excludes property described in any such financing statements, ~~and (y) a form of authorization for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code~~ without the ~~signature~~ prior written consent of the Seller where allowed by applicable law. Schedule I Schedule of CEF Receivables [On file with Mxxxx Xxxxx LLP] Sch. I-1 Receivables Purchase and Sale Agreement Exhibit 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:Agent.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Univision Holdings, Inc.)

Common use of Seller to Maintain Perfection and Priority Clause in Contracts