Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller will file financing statements and continuation statements in the manner and place required by Applicable Law to preserve, maintain and protect the interest of the Depositor in the First-Tier Assets. The Seller will deliver to the Depositor file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing. (b) The Seller authorizes the Depositor to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor may determine are necessary or advisable to preserve, maintain and protect the interest of the Depositor in the First-Tier Assets. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor may reasonably determine to ensure the perfection of the interest of the Depositor in the First-Tier Assets. The Depositor will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Seller will give the Depositor at least 60 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 of the UCC could require the filing of a new financing statement or an amendment to a previously filed financing or continuation statement and will promptly file any such new financing statement or amendment. The Seller will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State. (d) The Seller will not change its name in any manner that could make any financing statement or continuation statement filed in accordance with this Section 5.1 seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor at least five days’ prior notice of such change and promptly files appropriate amendments to all previously filed financing statements.
Appears in 5 contracts
Samples: First Tier Sale Agreement (Ford Credit Auto Lease Trust 2011-B), First Tier Sale Agreement (Ford Credit Auto Lease Trust 2011-B), First Tier Sale Agreement (Ford Credit Auto Lease Trust 2011-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2020-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2018-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 20[__]-[_] Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Daimler Trust), First Tier Sale Agreement (Daimler Trust)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2018-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2023-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2023-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2023-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2016-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2024-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2020-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2021-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 20[__]-[__] Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Daimler Trust), First Tier Sale Agreement (Daimler Trust)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2016-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2024-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2017-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2017-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2017-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2019-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2012-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2012-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2012-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2019-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2021-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 2 contracts
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2013-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 1 contract
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2014-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 1 contract
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2014-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2013-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 1 contract
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-B)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2015-A Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 1 contract
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2015-A)
Protection of Right, Title and Interest to the First-Tier Assets. (a) The Seller Within ten days after the 2015-B Closing Date, the Seller, as debtor, will file record and file, at its own expense, an initial financing statements and continuation statements statement in the manner and place each jurisdiction in which such financing statement is required by Applicable Law Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to preserveperfect the sale, maintain transfer, assignment and protect the interest conveyance of the Depositor in the First-Tier AssetsAssets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing). The Seller will deliver to the Depositor Purchaser file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(b) The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof. The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.
(c) The Seller authorizes the Depositor Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor Purchaser may determine determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Depositor Purchaser in the First-Tier AssetsAssets and the proceeds thereof. Such financing and continuation statements may describe the First-Tier Assets in any manner as the Depositor Purchaser may reasonably determine determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest of the Depositor in the First-Tier Assets. The Depositor Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any financing statement and continuation statement such document filed promptly upon such document becoming available following such filing.
(cd) The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.
(e) The Seller will give the Depositor Purchaser at least 60 30 days’ prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 and will promptly file (and hereby authorizes the Purchaser and any assignee of the UCC could require the filing Purchaser hereunder to file) all amendments of a new financing statement or an amendment to a any previously filed financing or continuation statement and will promptly file any such new financing statement or amendmentstatements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets. The Seller will maintain its chief executive office within cause the United States and will Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one Statestate within the United States.
(df) The Seller will not change its name name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with this Section 5.1 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor Purchaser at least five 30 days’ prior notice of such change thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.
Appears in 1 contract
Samples: First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2015-B)