Common use of PERFECTION OF TRANSFER Clause in Contracts

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 pertaining to each Lease Contract to maintain a current inventory thereof. The Trustee may, if requested by the Servicer in writing for purposes of servicing a Lease Contract, temporarily release to the Servicer such Lease Contract. Any Lease Contract temporarily released from the custody of the Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association, as Trustee. The Servicer shall promptly return the Lease Contract to the Trustee when the need therefor no longer exists.

PERFECTION OF TRANSFER. (a) The Transferor Depositor and the Company shall file UCC-1 such Uniform Commercial Code financing statements and assignments as are described in Sections 4.01(f) and 4.02(c)(vi) hereof 3.01and 3.02 in accordance with such Sections. Within thirty days Sections and take such other actions as are required (i) to perfect the sale by the Company to the Depositor of the Closing Date, the Transferor Loans and the Company shall file an application for certificate related Loan Assets, (ii) to assign to the Trustee all Uniform Commercial Code financing statements perfecting the security interest of title for each item the Depositor (as assignee of titled Equipmentthe Company) in the related Loan Collateral, naming (iii) to perfect the first priority security interest of the Trustee in the Loans and the related Loan Assets and (iv) to cause any related Loan Collateral (including any Mortgages) to name 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 Trusteelienholder. From time to timetime thereafter, 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 interest in the Lease Contracts Loans and the Loan Collateral against all other Persons, including, without limitation, 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 titlerecords. (b) File-stamped copies of such Uniform Commercial Code financing statements and assignments with respect to the Loans shall be given to the Trustee within ten (10) days of the Initial Delivery Date. (c) If any change in either the Company's or the TransferorDepositor's name, identity, structure or the location of its principal place of business or chief executive office occurs, then the Transferor Depositor shall, or the Transferor Depositor shall cause the Company to to, deliver 30 thirty (30) days prior written notice of such change or relocation to the Servicer, MBIA the Certificateholder Agent 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 interest in the Trust Estate. (cd) During the term of this Agreement, the Transferor will Depositor shall maintain its chief executive office and principal place of business in one of the States of the United States. (de) 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. (ef) The Trustee shall hold the original manually executed counterparts of each Lease Contract Loan at its office in the State of MinnesotaNew York, and or at any such new address in the State of Minnesota New York, as the Trustee shall inform the Servicer, the TransferorDepositor, and MBIA the Certificateholders in writing from time to time. The Trustee shall hold each Lease Contract Loan for the benefit of Certificateholders and MBIACertificateholders, and shall maintain accurate records pertaining to each Lease Contract to maintain Loan including a current inventory thereof. The Trustee may, if requested by the Servicer in writing pursuant to a Request for purposes Release of servicing a Lease ContractDocuments, temporarily release such Loan to the Servicer Special Servicer, provided that such Lease Contractrequest shall be -------- in writing with an explanation of the intended use specified and the Certificateholder Agent shall receive a copy of such Request for Release of Documents. Any Lease Contract Loan temporarily released from the custody of the Trustee to the Special Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Lease Contract Loan is the property of Norwest Bank Minnesota, National AssociationManufacturers and Traders Trust Company, as Trustee. The Special Servicer shall hold any such Loan in trust for the benefit of the Trustee and shall promptly return the Lease Contract Loan to the Trustee when the need therefor no longer exists.

PERFECTION OF TRANSFER. (a) The Transferor and Transferor, the Company and each Seller 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, the Transferor's or the Transferorany Seller'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 or such Seller 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 pertaining to each Lease Contract to maintain a current inventory thereof. The Trustee may, if requested by the Servicer in writing for purposes of servicing a Lease Contract, temporarily release to the Servicer such Lease Contract. Any Lease Contract temporarily released from the custody of the Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association, as Trustee. The Servicer shall promptly return the Lease Contract to the Trustee when the need therefor no longer exists.

PERFECTION OF TRANSFER. (a) The Transferor and the Company shall file UCC-1 UCC- 1 financing statements described in Sections Section 4.01(f) and 4.02(c)(vi) hereof in accordance with such SectionsSection. 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 Equipment. On or prior to the Funding Termination Date, the Transferor and the Company shall deliver such original certificates certificate 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 pertaining to each Lease Contract to maintain a current inventory thereof. The Trustee may, if requested by the Servicer in writing for purposes of servicing a Lease Contract, temporarily release to the Servicer such Lease Contract. Any Lease Contract temporarily released from the custody of the Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association, as Trustee. The Servicer shall promptly return the Lease Contract to the Trustee when the need therefor no longer exists.