Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer sys...
Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders.
(c) The Contributor shall deliver to the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows:
(a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the Seller shall file such additional financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by Applicable Law fully to preserve, maintain, and protect the first priority perfected security interest of the Purchaser in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided in this clause (a), as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser herein.
(c) The Seller shall give the Purchaser at least ninety (90) days' prior written notice of (i) any relocation of its registered location or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charter.
(d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owne...
Protection of Right Title and Interest. 11 Section 5.02. Other Liens or Interests.....................................12 Section 5.03.
Protection of Right Title and Interest. (a) Each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Property and in the proceeds thereof. Each Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) No Seller shall change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by such Seller in accordance with PARAGRAPH (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction.
(c) Each Seller shall give the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file any such amendment prior to any such relocation. Each Seller shall at all times maintain its principal executive office within the United States of America.
(d) No Seller will amend, and no Seller shall permit any amendment to any Securitization Facility Documents relating to the Property which would adversely affect its respective ability and right to receive refunds with respect thereto, or which would adversely affect the rights of any of the Purchaser, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Parties.
Protection of Right Title and Interest. (a) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) of the Contribution and Servicing Agreement seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Issuer at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Company shall propose to sell, grant a security interest in or otherwise transfer any interest in contracts to any prospective lender, or other transferee, the Company shall give to such prospective lender, or other transferee, computer tapes, records, or print-outs (including any restored from archives)that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that all right, title and interest in such Contract (other than the Company's Retained Interest) have been sold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Swap Provider.
(c) The Company shall not amend its certificate of incorporation without the prior written consent of the Rating Agencies.
Protection of Right Title and Interest. (a) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(d) of the Amended and Restated Contribution and Servicing Agreement seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Issuer at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Company shall propose to sell, grant a security interest in or otherwise transfer any interest in contracts to any prospective lender, or other transferee, the Company shall give to such prospective lender, or other transferee, computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract have been sold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders.
(c) The Company shall not amend its certificate of incorporation without the prior written consent of the Rating Agencies.
Protection of Right Title and Interest. The Transferor covenants and agrees with the Purchasers as follows:
Protection of Right Title and Interest. The Transferor covenants and agrees with the Trust as follows:
Protection of Right Title and Interest. The Loan Seller agrees with the Purchaser and Issuing Entity as follows: Asset Purchase Agreement
