Protection of Title of the Purchaser. (a) On or prior to the Closing Date, the Seller shall have filed or caused to be filed UCC-1 financing statements, naming the Seller as “Debtor/Seller”, naming the Purchaser as “Secured Party/Buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “Total Assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the office of the Secretary of State of the state of the jurisdiction of organization of the Seller. From time to time thereafter, the Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the case may be, and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Servicer, the Lenders, the Lender Agents and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller agrees that it will from time to time, at its expense, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Sale Portfolio, or to enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document.
Protection of Title of the Purchaser. (a) The Seller shall direct any agent or administrative agent for any Conveyed Assets to remit all payments and collections with respect to such Conveyed Assets and direct the Obligor with respect to such Conveyed Assets to remit all such payments and collections directly to the Collection Account. The Seller will not make any change, or permit the Collateral Manager to make any change, in its instructions to Obligors regarding payments to be made to the Seller or the Collateral Manager or payments to be made to the Collection Account, unless the Purchaser and the Administrative Agent have consented to such change. The Seller shall ensure that only (x) funds constituting payments and collections relating to Conveyed Assets and (y) funds constituting amounts due to the Purchaser in connection with the repurchase of a Loan required hereunder shall be deposited into the Collection Account. In the event any payments relating to any Conveyed Assets are remitted directly to the Seller or any Affiliate of the Seller, the Seller will remit (or will cause all such payments to be remitted) directly to the Collection Account within two Business Days following receipt thereof, and, at all times prior to such remittance, the Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Purchaser and its assignees. Until so deposited, all such Interest Collections, all such Principal Collections and any amounts required to be paid to the Purchaser in connection with a repurchase of a Loan hereunder shall be held in trust for the Purchaser or its assignees by the Seller.
Protection of Title of the Purchaser. (a)On or prior to the date hereof, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall have filed or caused to be filed UCC-1 financing statements, STB or Registrar General of Canada filings (each in form proper for filing in the applicable jurisdiction) naming the Purchaser as purchaser or secured party, naming the Indenture Trustee as assignee and describing the Railcars, related Leases and Related Assets Conveyed by it to the Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as the Purchaser or the Indenture Trustee shall have required. Without limiting the 17 foregoing, each Seller, or TRLWT Manager on behalf of TRLWT Seller, hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall authorize and file such financing statements or cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the interest of the Purchaser under this Agreement, and the security interest of the Indenture Trustee under the Master Indenture, in the Railcars, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. Each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall deliver (or cause to be delivered) to the Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, following such filing in accordance herewith. In the event that a Seller, or TRLWT Manager on behalf of TRLWT Seller, fails to perform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at the expense of such Seller, or TRLWT Manager on behalf of TRLWT Seller, and each of TILC Seller and TRLWT Manager on behalf of TRLWT Seller, hereby authorizes the Purchaser or the Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perform such obligations in such Seller’s or in its own name, as applicable, and on behalf of such Seller, or TRLWT Manager on behalf of TRLWT Seller, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any a...
Protection of Title of the Purchaser. (a) On or prior to the date hereof, the Seller shall have filed or caused to be filed UCC-1 financing statements, executed by the Seller as seller or debtor, naming the Purchaser as purchaser or secured party, naming the Agent, for the benefit of the Lender, as assignee and describing the Receivables Purchased hereunder and the Other Conveyed Property being sold by it to the Purchaser as collateral, in such locations as the Purchaser or the Agent shall have reasonably required. From time to time thereafter, the Seller shall execute and file
Protection of Title of the Purchaser. USActive 54963656.6 -20-
