Common use of Maintenance of Perfection Clause in Contracts

Maintenance of Perfection. (a) The Transferor agrees to take all actions, including conducting lien searches and filing UCC continuation statements, necessary or desirable to ensure that the Liens arising pursuant to the Loan Documents and securing repayment of any Obligor’s indebtedness evidenced by an Obligor Note, at the time of conveyance of the related Medallion Loan to the Transferee hereunder, will be perfected (with the first level of priority) security interests (except as otherwise approved by Transferee) in all applicable jurisdictions. To the extent that any Obligor Note with respect to a Medallion Loan or any other “instrument” (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan comes into the possession of the Transferor, the Transferor agrees that it will promptly deliver such item to the Custodian, duly endorsed in favor of the Transferee or in blank at the Transferee’s direction on or before the applicable Purchase hereunder. (b) The Transferor agrees from time to time, at the Transferor’s expense, promptly to execute and deliver, or cause to be executed and delivered, all further instruments and documents, and take all further action (including the making, or causing to be made, of notations on the records of the Transferor or the Servicer) necessary or desirable or that the Transferee, the Servicer, the Administrative Agent or the Custodian may reasonably request in order to perfect, maintain perfected, protect or more fully evidence any Purchase by the Transferee hereunder, or to enable the Transferee, the Custodian or the Administrative Agent to exercise or enforce any of their respective rights hereunder or under any other Operative Document. (c) To the fullest extent permitted by applicable law, the Transferor hereby grants to the Servicer, the Custodian and the Transferee, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to sign and file in the name of the Transferor, or in its own name, such financing statements and continuation statements and amendments thereto or assignments thereof as the Transferee deems necessary to protect or perfect the Transferee’s rights in Medallion Loans. (d) Without limiting the generality of the foregoing, the Transferor will upon the request of the Servicer, the Custodian or the Transferee: (i) execute and file, or cause the applicable Originator to execute and file, such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Servicer, the Custodian or the Transferee may request and (ii) xxxx, or seek to cause the applicable Originator to xxxx, its master data processing records evidencing such Medallion Loans and related Loan Documents, as the Servicer, the Custodian or the Transferee may request. The Transferor, for itself and on behalf of the Originators, hereby authorizes the Servicer, the Custodian or the Transferee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any Medallion Loans and Related Assets now existing or hereafter arising without the signature of the Transferor or any Originator, as applicable, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any of the Affiliated Loan Sale Agreements, as applicable, or of any financing statement covering Medallion Loans, Financial Medallion Loans, Freshstart Medallion Loans or Capital Medallion Loans or any part thereof, shall be sufficient as a financing statement. (e) If the Transferor fails to perform any of its agreements or obligations under this Agreement, the Transferee, the Custodian or the Servicer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Transferee, the Custodian or the Servicer incurred in connection therewith shall be payable by the Transferor upon the Transferee’s, the Custodian’s or the Servicer’s demand therefore. (f) At the expense of the Transferor, the Transferee shall take, in respect of any Ineligible Medallion Loan reacquired by the Transferor pursuant to Section 8.02 hereof, all such actions reasonably requested by the Transferor that are otherwise to be performed by the Transferor pursuant to Section 6.04(a) through (d).

Maintenance of Perfection. (a) The Transferor Seller agrees to take all actions, including conducting lien searches and filing UCC continuation statements, necessary or desirable to ensure that the Liens arising pursuant to the Loan Documents and securing repayment of any Obligor’s 's indebtedness evidenced by an Obligor Note, at the time of conveyance of the related Medallion Loan to the Transferee Buyer hereunder, will be perfected (with the first level of priority) security interests (except as otherwise approved by TransfereeBuyer) in all applicable jurisdictions. To the extent that any Obligor Note with respect to a Medallion Loan or any other “"instrument” " (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan comes into the possession of the TransferorSeller, the Transferor Seller agrees that it will promptly deliver such item to the Custodian, duly endorsed in favor of the Transferee Buyer or in blank at the Transferee’s Buyer's direction on or before the Purchase of the applicable Purchase Medallion Loan hereunder. (b) The Transferor Seller agrees from time to time, at the Transferor’s Seller's expense, promptly to execute and deliver, or cause to be executed and delivered, all further instruments and documents, and take all further action (including the making, or causing to be made, of notations on the records of the Transferor Seller or the Servicer) necessary or desirable or that the TransfereeBuyer, the Servicer, the Administrative Agent Lender or the Custodian may reasonably request in order to perfect, maintain perfected, protect or more fully evidence any the Purchase of Medallion Loans by the Transferee Buyer hereunder, or to enable the TransfereeBuyer, the Custodian or the Administrative Agent Lender to exercise or enforce any of their respective rights hereunder or under any other Operative Document. (c) To the fullest extent permitted by applicable law, the Transferor Seller hereby grants to the Servicer, the Custodian and the TransfereeBuyer, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to sign and file in the name of the TransferorSeller, or in its own name, such financing statements and continuation statements and amendments thereto or assignments thereof as the Transferee Buyer deems necessary to protect or perfect the Transferee’s Buyer's rights in the Medallion Loans. (d) Without limiting the generality of the foregoing, the Transferor Seller will upon the request of the Servicer, the Custodian or the TransfereeBuyer: (i) execute and file, or cause the applicable Originator to execute and file, such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Servicer, the Custodian or the Transferee Buyer may request and (ii) xxxx, or seek to cause the applicable Originator to xxxx, its master data processing records evidencing such Medallion Loans and related Loan Documents, as the Servicer, the Custodian or the Transferee Buyer may request. The TransferorSeller, for itself and on behalf of the Originators, hereby authorizes the Servicer, the Custodian or the Transferee Buyer to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Medallion Loans and the Related Assets now existing or hereafter arising without the signature of the Transferor Seller or any Originator, as applicable, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any of the Affiliated Loan Sale Agreementsand Exchange Agreement, as applicable, or of any financing statement covering Medallion Loans, Financial Medallion Loans, Freshstart Medallion Loans or Capital the Medallion Loans or any part thereof, shall be sufficient as a financing statement. (e) If the Transferor Seller fails to perform any of its agreements or obligations under this Agreement, the TransfereeBuyer, the Custodian or the Servicer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the TransfereeBuyer, the Custodian or the Servicer incurred in connection therewith shall be payable by the Transferor Seller upon the Transferee’sBuyer's, the Custodian’s 's or the Servicer’s 's demand thereforetherefor. (f) At the expense of the TransferorSeller, the Transferee Buyer shall take, in respect of any Ineligible Medallion Loan reacquired by the Transferor Seller pursuant to Section 8.02 hereof, all such actions reasonably requested by the Transferor Seller that are otherwise to be performed by the Transferor Seller pursuant to Section 6.04(a) through (d).

Maintenance of Perfection. (a) The Transferor agrees to take all actions, including conducting lien searches and filing UCC continuation statements, necessary or desirable to ensure that the Liens arising pursuant to the Medallion Loan Documents and securing repayment of any Obligor’s indebtedness evidenced by an Obligor Note, at the time of conveyance of the related Medallion Loan to the Transferee hereunder, will be perfected (with the first level of priority) security interests (except as otherwise approved by Transferee) in all applicable jurisdictions. To the extent that any Obligor Note with respect to a Medallion Loan or any other “instrument” (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan comes into the possession of the Transferor, the Transferor agrees that it will promptly deliver such item to the Custodian, duly endorsed in favor of the Transferee or in blank at the Transferee’s direction on or before the applicable Purchase Transfer hereunder. (b) The Transferor agrees from time to time, at the Transferor’s expense, promptly to execute and deliver, or cause to be executed and delivered, all further instruments and documents, and take all further action (including the making, or causing to be made, of notations on the records of the Transferor or the Servicer) necessary or desirable or that the Transferee, the Servicer, the Administrative Agent or the Custodian may reasonably request in order to perfect, maintain perfected, protect or more fully evidence any Purchase by Transfer to the Transferee hereunder, or to enable the Transferee, the Custodian or the Administrative Agent to exercise or enforce any of their respective rights hereunder or under any other Operative Loan Document. (c) To the fullest extent permitted by applicable law, the Transferor hereby grants to the Servicer, the Custodian and the Transferee, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to sign authorize and file in the name of the Transferor, or in its own name, such financing statements and continuation statements and amendments thereto or assignments thereof as the Transferee deems necessary to protect or perfect the Transferee’s rights in Medallion LoansLoans and the Related Assets. This appointment is coupled with an interest and is irrevocable and may be exercised by the Agent on behalf of the Transferee. (d) Without limiting the generality of the foregoing, the Transferor will upon the request of the Servicer, the Custodian or the Transferee: (i) execute authorize and file, or cause the applicable Originator to execute authorize and file, such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments or notices, as may be necessary or appropriate or as the Servicer, the Custodian or the Transferee may request and (ii) xxxx, or seek to cause the applicable Originator to xxxx, its master data processing records evidencing such Medallion Loans and related Medallion Loan Documents, as the Servicer, the Custodian or the Transferee may request. The Transferor, for itself and on behalf of the Originators, hereby authorizes the Servicer, the Custodian or the Transferee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any Medallion Loans and Related Assets now existing or hereafter arising without the signature of the Transferor or any Originator, as applicable, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any of the Affiliated Loan Sale Agreements, as applicable, or of any financing statement covering Medallion Loans, Financial Medallion Loans, Freshstart Medallion Loans or Capital Medallion Loans or any part thereof, shall be sufficient as a financing statement. (e) If the Transferor fails to perform any of its agreements or obligations under this Agreement, the Transferee, the Custodian or the Servicer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Transferee, the Custodian or the Servicer incurred in connection therewith shall be payable by the Transferor upon the Transferee’s, the Custodian’s or the Servicer’s demand therefore. (f) At the expense of the Transferor, the Transferee shall take, in respect of any Ineligible Medallion Loan reacquired by the Transferor pursuant to Section 8.02 hereof, all such actions reasonably requested by the Transferor that are otherwise to be performed by the Transferor pursuant to Section 6.04(a) through (d).