Common use of Name Change or Relocation Clause in Contracts

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator to change, its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor shall change its place of business (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank]

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Asset Backed Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp), Pooling and Servicing Agreement (NCT Funding Co LLC)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator to change, its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor shall change its place of business (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Originator, the Servicer nor and the Trust Depositor shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and Trustee and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing the Originator's or the Trust Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Contract Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerServicer and/or the Originator, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing the Originator, the Servicer nor the Trust Depositor shall change its the place of business its chief executive office (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof ) unless it has first taken such action as is advisable or necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Owner Trustee in the Trust Assets trust corpus have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 2 contracts

Sources: Transfer and Servicing Agreement (Orix Credit Alliance Receivables Trust 2000-A), Transfer and Servicing Agreement (Orix Credit Alliance Receivables Trust 2000 B)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Originator, the Servicer nor and the Depositor Issuer shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure structure, state of formation, or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, Indenture Trustee and notice to the Owner Trustee, and and the Indenture TrusteeRating Agencies. (b) If any change in either the Servicer's, a Financing the Originator's or the DepositorIssuer's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Contract Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerServicer and/or the Originator, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the TrustIssuer's and the Indenture Trustee's interests in the Trust Contract Assets and the Pledged Assets, respectively, and the proceeds thereof. In addition, neither any Financing the Originator, the Servicer nor the Depositor Issuer shall change its the place of business (within the meaning its chief executive office or its state of Article 9 of the UCC), from the locations specified in Section 11.04 hereof formation unless it has first taken such action as is advisable or necessary to preserve and protect the TrustIssuer's interest and the Indenture Trustee's interests in the Trust Contract Assets and the Pledged Assets, respectively. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Indenture Trustee and to the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Pledged Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 2 contracts

Sources: Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2002-1 LLC), Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2001-1 LLC)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any the Financing Originator to change, (x) its state of organization, name, identity or structure or relocate its chief executive office location within the meaning of the applicable UCC or (y) the location of the Contract Files, without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a the Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days four months after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any the Financing Originator, the Servicer nor the Depositor shall change its place state of business (within organization or the meaning of Article 9 location of the UCC), from the locations specified in Section 11.04 hereof Contract Files unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actionsactions (but not later than 20 calendar days), the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Cit Funding Co, LLC), Pooling and Servicing Agreement (CIT Equipment Collateral 2005-Ef1)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Originators, the Servicer nor and the Trust Depositor shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate its chief executive office office, or relocate or establish a new location where Contract Files are maintained, without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and Trustee and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing an Originator's or the Trust Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Contract Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerServicer and/or the applicable Originator, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Trust Depositor shall change its place of business (within the meaning of Article 9 of the UCC), or the locations in which Contract Files are maintained, from the locations specified in Section 11.04 hereof 13.04 below or the UCC Filing Locations unless it has first taken such action as is advisable or necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Owner Trustee in the Trust Assets Corpus have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Heller Funding Corp Ii), Sale and Servicing Agreement (Heller Funding Corp)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Collateral Custodian, the Servicer nor or the Trust Depositor shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate its chief executive office office, or relocate or establish a new location where Contract Files are maintained, without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and Trustee and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing OriginatorCollateral Custodian's or the Trust Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Contract Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer Collateral Custodian nor the Trust Depositor shall change its place of business (within the meaning of Article 9 of the UCC), or the locations in which Contract Files are maintained, from the locations specified in Section 11.04 hereof 13.04 below or the UCC Filing Locations unless it has first taken such action as is advisable or necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer Collateral Custodian or the Trust Depositor, as the case may be, shall deliver to each Rating Agency, the Owner Trustee and the Indenture Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Owner Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Sale and Servicing Agreement (Fidelity Leasing Inc)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator each Seller agrees not to change, change its name, respective name or identity or structure or relocate its respective chief executive office office, or relocate or establish a new location where Receivables Files are maintained, without first giving at least 30 days' prior written notice to the ServicerTrust Depositor, the Owner Trustee, and Facility Administrator and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originatorany Seller's name or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicersuch Seller, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust Depositor's, the Trust's and the Indenture Trustee's interests in the Trust Assets and the proceeds thereofAssets. In addition, neither any Financing Originator, the Servicer nor the Depositor shall each Seller agrees not to change its respective principal place of business or its respective chief executive office (within the meaning of Article 9 of the UCC), ) from the locations location specified in Section 11.04 hereof 13.3 of the Sale and Servicing Agreement, or relocate or establish a location where it maintains Receivable Files which is other than in one of the UCC Filing Locations, unless it has first taken such action as is advisable or necessary to preserve and protect Trust Depositor's, the TrustFacility Administrator and the Indenture Trustee's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer such Seller shall deliver to Trust Depositor, the Owner Trustee Facility Administrator and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust, the Trust Depositor and the Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Sale and Contribution Agreement (Bluegreen Corp)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any the Financing Originator to change, (x) its state of organization, name, identity or structure or relocate its chief executive office location within the meaning of the applicable UCC or (y) the location of the Contract Files, without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's’s, a the Financing Originator's ’s or the Depositor's ’s name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days four months after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's ’s interests in the Trust Assets and the proceeds thereof. In addition, neither any the Financing Originator, the Servicer nor the Depositor shall change its place state of business (within organization or the meaning of Article 9 location of the UCC), from the locations specified in Section 11.04 hereof Contract Files unless it has first taken such action as is necessary to preserve and protect the Trust's ’s interest in the Trust Assets. Promptly after taking any of the foregoing actionsactions (but not later than 20 calendar days), the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Cit Funding Co, LLC)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Originator, the Servicer nor and the Depositor Issuer shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, Indenture Trustee and notice to the Owner Trustee, and and the Indenture TrusteeRating Agencies. (b) If any change in either the Servicer's, a Financing the Originator's or the DepositorIssuer's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Contract Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerServicer and/or the Originator, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the TrustIssuer's and the Indenture Trustee's interests in the Trust Contract Assets and the Pledged Assets, respectively, and the proceeds thereof. In addition, neither any Financing the Originator, the Servicer nor the Depositor Issuer shall change its the place of business its chief executive office (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof ) unless it has first taken such action as is advisable or necessary to preserve and protect the TrustIssuer's interest and the Indenture Trustee's interests in the Trust Contract Assets and the Pledged Assets, respectively. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Indenture Trustee and to the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Pledged Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2000-1 LLC)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator to change, its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days four months after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor shall change its place of business (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actionsactions (but not later than 20 calendar days), the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Cit Equipment Collateral 2000-1)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator to change, its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days four months after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor shall change its place of business or chief executive office (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actionsactions (but not later than 20 calendar days), the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel reasonably acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Rating Agencies stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Cit Equipment Collateral 2001-1)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor shall change, nor shall the Servicer permit any Financing Originator to change, its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's or the Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of lien seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor shall change its place of business (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof unless it has first taken such action as is necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank]

Appears in 1 contract

Sources: Pooling and Servicing Agreement (NCT Funding Co LLC)

Name Change or Relocation. (a) During the term of this Agreement, neither none of the Servicer nor Originator, the Servicer, the Trust Depositor or the Trust shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate its chief executive office without first giving at least 30 days' prior written notice to the Servicer, the Owner Trustee, and Trustee and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing the Originator's or the Trust Depositor's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien relating to any Loan Asset seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerServicer and/or the Originator, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing the Originator, the Servicer nor the Trust Depositor shall change its the place of business its chief executive office (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof ) unless it has first taken such action as is advisable or necessary to preserve and protect the Trust's interest in the Trust Assets. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Owner Trustee in the Trust Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Transfer Agreement (American Capital Strategies LTD)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer Seller nor the Trust Depositor shall change, nor shall the Servicer permit any Financing Originator to change, change its name, identity or structure or relocate change its chief executive office state of incorporation without first giving at least 30 thirty (30) days' prior written notice to the ServicerOwner Trustee[, the Owner Underlying Trustee, and ] and the Indenture Trustee. (b) If any change in either the Servicer's, a Financing Originator's Seller’s or the Trust Depositor's ’s name, identity or structure or other action would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, no later than thirty five days after the effective date of such change, shall file such amendments amendments, if any, as may be required to preserve and protect the [Underlying] Trust's ’s interests in the Trust Assets Corpus and the proceeds thereof. In addition, neither any Financing Originator, the Servicer Seller nor the Trust Depositor shall change its place state of business (within the meaning of Article 9 of the UCC), from the locations specified in Section 11.04 hereof incorporation unless it has first taken such action as is advisable or necessary to preserve and protect the [Underlying] Trust's ’s interest in the Trust AssetsCorpus. Promptly after taking any of the foregoing actions, the Servicer shall deliver to the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the [Underlying] Trust in the Trust Corpus [and the Indenture Trustee in the Trust Assets Collateral] have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Sale and Servicing Agreement (Harley-Davidson Customer Funding Corp.)

Name Change or Relocation. (a) During the term of this Agreement, neither the Servicer nor the Depositor Seller shall change, nor shall the Servicer permit any Financing Originator to change, not change its name, identity or structure or relocate its chief executive office office, or relocate or establish or permit the relocation or establishment of a new location where Contract Files are maintained, without first giving at least 30 days' prior written notice to the ServicerTrust Depositor and to the Trustees. Within five (5) days after the Seller becomes aware of, or receives written notice of a change in the location of where any of the Contract Files identified on Schedule 1 of the Sale and Servicing Agreement are maintained, the Owner Trustee, Seller shall give written notice thereof to the Trust Depositor and and to the Indenture TrusteeTrustees. (b) If any change in either the Servicer's, a Financing Originator's or the DepositorSeller's name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerSeller, no later than thirty five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Trust's Trustees' interests in the Trust Assets and the proceeds thereof. In addition, neither any Financing Originator, the Servicer nor the Depositor Seller shall not change its place of business or its chief executive office (within the meaning of Article 9 of the UCC), ) from the locations location specified in Section 11.04 hereof 7.06, or relocate or establish or permit the relocation or establishment of a location where it maintains Contract Files which is other than in one of the UCC Filing Locations, unless it has first taken such action as is advisable or necessary to preserve and protect the TrustIssuer's and Trustees' interest in the Trust Contract Assets. Promptly after taking any of the foregoing actions, the Servicer Seller shall deliver to the Owner Trustee Trust Depositor and the Indenture Trustee Trustees an Opinion opinion of Counsel reasonably acceptable to the Owner Trustee and the Indenture Trustee counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and protect the interests of the Trust and Indenture Trustee Trustees in the Trust Contract Assets have been filed, and reciting the details of such filing. [remainder of this page intentionally left blank].

Appears in 1 contract

Sources: Transfer and Sale Agreement (Newcourt Receivables Corp Ii)