PERFECTION OF TRANSFER. AND PROTECTION OF SECURITY INTERESTS
PERFECTION OF TRANSFER. (a) The Transferor and the Company shall file UCC-1 financing statements described in Sections 4.01(f) and 4.02(c)(vi) hereof in accordance with such Sections. Within thirty days of the Closing Date, the Transferor and the Company shall file an application for certificate of title for each item of titled Equipment, naming the Trustee as first lienholder and with respect to Lease Contracts which are not Loan Contracts, also naming the Transferor as owner of such titled Equipment and thereafter the Transferor and the Company shall deliver such original certificates of title to the Trustee. From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and MBIA's respective interests in the Lease Contracts against all other Persons, including, without limitation, 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.
(b) If any change in either the Company's or the Transferor's name, identity, structure or the location of its principal place of business or chief executive office occurs, then the Transferor shall, or the Transferor shall cause the Company to deliver 30 days prior written notice of such change or relocation to the Servicer, MBIA and the Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Trustee's and MBIA's respective interests in the Trust Estate.
(c) During the term of this Agreement, the Transferor will maintain its chief executive office and principal place of business in one of the States of the United States.
(d) The Servicer 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 Trustee's and MBIA's respective right, title and interest in and to the Trust Estate.
(e) The Trustee shall hold the original manually executed counterparts of each Lease Contract at its office in the State of Minnesota, and at any such new address in the State of Minnesota as the Trustee shall inform the Servicer, the Transferor, and MBIA in writing from time to time. The Trustee shall hold each Lease Contract for the benefit of Certificateholders and MBIA, and maintain accurate records per...
PERFECTION OF TRANSFER. The Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Conveyed Assets Transferred to the Trustee under the Trust Agreement.
C. If steps A through B are confirmed, then Test Pass.
PERFECTION OF TRANSFER. If, at any time after the Closing Date, any further action is necessary or desirable to vest, perfect or confirm in the Buyer title to or ownership or possession of the EOIR Shares acquired pursuant to this Agreement, the Sellers, as well as the officers and directors of EOIR and the Buyer, are fully authorized in their name and in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action to so vest, perfect or confirm in the Buyer title to or ownership of the EOIR Shares, so long as such action is consistent with this Agreement.The parties hereto will execute and deliver such further agreement and do such further act and things as may be required to carry out the intent of this Agreement. SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT ------------------------------------------
PERFECTION OF TRANSFER. In connection with the transfer, assignment and set-over set forth in Section 2.1
(a) the Transferor agrees as follows:
(i) The Transferor shall record and file, at its own expense, financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the Included Leases now existing or hereafter transferred to the Trust meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Leases from the Transferor to the Trust and (subject to the limitations set forth below) to perfect the interest of the Trust in the related Equipment to the extent the same may be viewed as inventory of the Transferor, and to deliver file-stamped copies of such financing statements or continuation statements or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings with the file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Transferor) to the Trustee on or prior to the Initial Closing Date, in the case of the Original Leases, and the applicable Addition Date in the case of Additional Leases and in the case of any continuation statements filed pursuant to this Section 2.1(d), as soon as practicable after receipt thereof by the Transferor. Notwithstanding the foregoing, the Transferor shall only be obligated to record financing statements with respect to the Equipment in the Filing Locations.
(ii) The Transferor shall, at its own expense, on or prior to (x) the Initial Closing Date in the case of the Original Leases, and (y) the applicable Addition Date, in the case of Additional Leases (A) indicate in its books and records, including the appropriate computer files relating to the Leases, that such Leases have been transferred to the Trust pursuant to this Agreement for the benefit of the Noteholders and the Holder of the Transferor Interest and stamp the related Lease Files or otherwise mark such Leases with a legenx xx the effect that such Leases have been transferred to the Trust for the benefit of the Noteholders and the Holder of the Transferor Interest pursuant hereto and (B) on or prior to the Initial Closing Date with respect to the Original Leases and on or prior to the related Addition Date with respect to Additional Leases to deliver to the Trustee a computer file or microfiche or written list containing a true...
PERFECTION OF TRANSFER. 30 Section 4.01. Filing; Custody of Lease Files.................. 30 Section 4.02. Name Change or Relocation....................... 31 Section 4.03. Chief Executive Office.......................... 31 Section 4.04. Costs and Expenses.............................. 31
PERFECTION OF TRANSFER. AND PROTECTION OF SECURITY INTERESTS;.....................................................32 Section 4.01. Custody of Contracts.........................................................................32 Section 4.02. Filing.......................................................................................34 Section 4.03. Name Change or Relocation....................................................................34 Section 4.04. Chief Executive Office.......................................................................35 Section 4.05.
PERFECTION OF TRANSFER. Section 3.01 Filing; Custody of Files; Contract Files..
PERFECTION OF TRANSFER. 28 Section 4.01. Filing; Custody of Lease Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 4.02. Name Change or Relocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 4.03. Chief Executive Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 4.04. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE V. ADMINISTRATION AND SERVICING OF LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 5.01. Acceptance of Appointment; Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 5.02. Collection of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 5.03. Servicer Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 5.04. Realization Upon Defaulted Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 5.05. Maintenance of Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.06. Servicing Compensation; Payment of Certain Expenses by Servicer . . . . . . . . . . . . . . . . . 36
PERFECTION OF TRANSFER. (a) The Servicer shall file UCC-1 financing statements in the time and manner described in Section 4.01 and 4.02 hereof in accordance with such Sections except as provided in the next following sentence. No later than 30 days after the Closing Date, with respect to Equipment related to Lease Contracts backing the initial funding of Certificates, and no later than 30 days after the end of each calendar quarter with respect to Equipment related to Lease Contracts backing any subsequent funding of Certificates, the Transferor shall file with respect to all such Equipment related to Lease Contracts, other than Loan Contracts, UCC-1 financing statements with the Secretaries of State of the Enumerated States, executed by the Transferor as debtor, and naming the Trustee for the benefit of the Certificateholders and the Bond Insurer as secured party and the Equipment located in such States as collateral; provided that no filings naming an individual Customer as debtor shall be required. With respect to Equipment relating to Loan Contracts the Transferor shall file UCC-3 financing statements with the Secretaries of State of the Enumerated States within the same time period. From time to time, and no less than annually, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's interests in the Lease Contracts and the Equipment owned by the Transferor and located in the Enumerated States against all other Persons, including, without limitation, 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
