Release of Collateral; No Legal Title. (a) At the same time as any Receivable (i) expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account, the Administrative Agent will, automatically release its interest in such Receivable, the related Contract and the related Collateral. In connection with any sale of any property on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Defaulted Receivable, after the deposit by the Servicer of the proceeds of the sale or other disposition of the related property into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements, payoff letters and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such property; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such property in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer’s obligations pursuant to Section 7.03(c) or 7.03(d) with respect to the proceeds of any such sale or other disposition.
Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.
Release of Collateral; No Legal Title. (a) At the same time as any Receivable (i) expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, release its interest in such Receivable, the related Contract and the related Collateral. In connection with any sale of a Financed Vehicle on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Defaulted Receivable, after the deposit by the Servicer of the proceeds of the sale or other disposition of the related Financed Vehicle into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements, payoff letters and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer’s obligations pursuant to Section 7.03(c) or 7.03(d) with respect to the proceeds of any such sale or other disposition.
Release of Collateral; No Legal Title. (a) At the same time as any (i) Contract expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Master Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited in the Master Collection Account, the Deal Agent will, to the extent requested by the Servicer, release its interest in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Defaulted Receivable, after the deposit by the Servicer of the proceeds of such sale into the Master Collection Account, the Deal Agent will, at the sole expense of the Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Deal Agent will make no representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment.
Release of Collateral; No Legal Title. 70 Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. 71 Section 3.04. Assignment of the Purchase Agreement 71 Section 3.05. Waiver of Certain Laws 72 DB1/ 139452285.4 Page ii 154304283v7 ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Effectiveness of this Agreement 72 Section 4.02. Conditions Precedent to All Loans 73 ARTICLE FIVE REPRESENTATIONS AND WARRANTIES Section 5.01. Representations and Warranties of the Borrower 74 Section 5.02. Representations and Warranties of the Borrower Relating to the Receivables 79 Section 5.03. Representations and Warranties of the Servicer 79 Section 5.04. Retransfer of Certain Receivables. 81 ARTICLE SIX COVENANTS Section 6.01. Affirmative Covenants of the Borrower 82 Section 6.02. Negative Covenants of the Borrower 89 Section 6.03. Covenant of the Borrower Relating to Hedging 91 Section 6.04. Affirmative Covenants of the Servicer 94 Section 6.05. Negative Covenants of the Servicer 96 ARTICLE SEVEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 7.01. Designation of Servicing 98 Section 7.02. Servicing Compensation 98 Section 7.03. Duties of the Servicer 99 Section 7.04. Collection of Payments 102 Section 7.05. Servicer Advances 103 Section 7.06. Payment of Certain Expenses by Servicer 103 Section 7.07. Reports and Audit. 104 Section 7.08. Quarterly Statement as to Compliance 105 Section 7.09. Backup Servicer; Entry into Backup Servicing Agreement. 105 Section 7.10. Rights After Assumption of Duties by Backup Servicer or Designation of Successor Servicer; Liability 105 Section 7.11. Limitation on Liability of the Servicer and Others 106 Section 7.12. The Servicer Not to Resign 107 Section 7.13. Servicer Termination Events 107 Section 7.14. Appointment of Successor Servicer 109 DB1/ 139452285.4 Page iii 154304283v7 Section 7.15. Merger or Consolidation, Assumption of Obligations or Resignation of the Servicer 111 Section 7.16. Responsibilities of the Borrower 112 Section 7.17. Custody of Receivable Files 112 Section 7.18. Duties of Collateral Custodian 112 ARTICLE EIGHT TERMINATION EVENTS Section 8.01. Termination Events 115 Section 8.02. Actions Upon Declaration of the Occurrence of the Termination Date 118 Section 8.03. Exercise of Remedies 120 Section 8.04. Waiver of Certain Laws 120 Section 8.05. Power of Attorney 120 ARTICLE NINE INDEMNIFICATION Section 9.01. Indemnities by the Borrower 121 Section 9.02. Indemnities by the Servicer 123 Section 9.03...
Release of Collateral; No Legal Title. Section 3.03. Protection of Security Interest; Administrative Agent, as Attorney-in-Fact Section 3.04. Assignment of the Purchase Agreement Section 3.05. Waiver of Certain Laws Page ARTICLE FOUR CONDITIONS OF CLOSING AND LOANS Section 4.01. Conditions to Closing and Initial Loan
Release of Collateral; No Legal Title. (a) At the same time as any Receivable (i) expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, direct the Collateral Agent to release its interest in such Receivable, the related Contract and the related Collateral, and the Collateral Agent shall execute instruments prepared by and at the expense of the Servicer that the Servicer purports will effect such release. In connection with any sale of any property on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Charged-Off Receivable, after the deposit by the Servicer of the
Release of Collateral; No Legal Title. (a) At the same time as any Tax Lien is redeemed and all amounts in respect thereof have been paid by the related Property Owner and deposited in the Collection Account, the Lender will, to the extent requested by the Servicer (and at the Borrowers’ expense), release its interest in such Tax Lien and the related Collateral.
Release of Collateral; No Legal Title. 7071 Section 3.03.
Release of Collateral; No Legal Title. (a) At the same time as any (i) Receivable expires by its terms and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited in the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, release its interest in such Receivable and the related Collateral. In connection with any sale of a related Financed Vehicle on or after the occurrence of an event described in clauses (i) or (ii) above, after the deposit by the Servicer of the proceeds of such sale into the Collection Account, the Administrative Agent will at the sole expense of the Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will make no representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer’s obligations pursuant to the Servicing Agreement with respect to the proceeds of any such sale.
