Common use of Filings, Etc Clause in Contracts

Filings, Etc. On or prior to the Closing Date, the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be filed, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Payments.

Filings, Etc. On or prior to the Closing Date, the Borrower and the Servicer caused the UCC financing statement(s) referred to in Section 4.1(n) to be filed, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal renewal, continuation or continuation in lieu statements) and amendments or supplements thereto or other instruments as the Facility Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Payments.

Filings, Etc. The Liquidity Agent shall have received (i) Officer's Certificates of (A) the CP Issuer with respect to the Collateral certifying as to the absence of Liens thereon, except the Liens created pursuant to the Security Agreement in favor of the Collateral Agent and (B) the Transferor certifying as to the absence of Liens on any of its property or assets, except the Liens created pursuant to the Pooling and Servicing Agreement in favor of the Trustee, and (ii) reports of UCC-1 and other searches of (A) Ingram reflxxxxxx the absence of Liens on the property conveyed by it under the Purchase Agreement, except for filings made in connection with the Purchase Agreement in favor of the Transferor, and (B) each Designated Subsidiary reflecting the absence of Liens on the property conveyed by them under the Subsidiary Purchase Agreements, except for filings made in connection with the Subsidiary Purchase Agreements in favor of Ingram, (iix) xxxcuted copies of all documents, filings and financing statements in form acceptable to the Collateral Agent and the Liquidity Agent to release all security interests and other rights of any Person in the Collateral or the Trust Assets previously granted by Ingram, eacx Xxxxgnated Subsidiary, the Transferor or the CP Issuer, as the case may be, and (iv) all such UCC-1 financing statements and other instruments and documents as the Liquidity Agent or counsel shall have requested as necessary or advisable to perfect or protect the Liens intended to be created pursuant to the Subsidiary Purchase Agreements, the Purchase Agreement, the Pooling and Servicing Agreement and the Security Agreement. All documents or instruments to be filed or recorded by the transactions contemplated hereby shall have been completed with respect to the Subsidiary Purchase Agreements, the Purchase Agreement, the Pooling and Servicing Agreement and the Security Agreement in connection with the property conveyed under such Purchase Agreement, the Trust Assets and the Collateral, respectively, in such jurisdictions as may be required or permitted by law to establish, perfect, protect and preserve the rights, title, interest, remedies, powers, privileges, liens and security interests of the Transferor, as contemplated by the Subsidiary Purchase Agreements and the Purchase Agreement, the Trustee as contemplated by the Pooling and Servicing Agreement and the Collateral Agent in the Collateral covered by the Security Agreement and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required or permitted by law shall have been given or taken. On or prior to the Closing Date, the Borrower CP Issuer, the Liquidity Agent and the Servicer caused the UCC financing statement(s) referred Collateral Agent shall have received satisfactory evidence as to in Section 4.1(n) to be filedany such filing, and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are necessary or desirable or as the Facility Agent may reasonably request to perfect and protect the first priority perfected security interest recording, registration, giving of the Facility Agent on behalf of the Secured Parties in the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. Notwithstanding the obligations of the Borrower and the Servicer set forth in the preceding sentence, the Borrower and the Servicer hereby authorize the Facility Agent to prepare and file, at the expense of the Borrower (or the Servicer on its behalf), UCC financing statements (including but not limited to renewal or continuation statements) and amendments or supplements thereto notice or other instruments as the Facility Agent may from time to time deem necessary action so taken or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Borrower agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Borrower’s and the Facility Agent’s (on behalf of the Secured Parties) right, title and interest in and to the Collateral (including the security interest in the Collateral related thereto and the security interests provided for herein), which costs, expenses and disbursements shall be paid in accordance with the Priority of Paymentsmade.