Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets, such filings to be made (unless otherwise requested by the Administrative Agent or any Series Enhancer) in each case only to the extent necessary pursuant to applicable law to perfect the ownership interest of the Issuer: (i) UCC financing statements filed against the Seller and covering the Transferred Assets. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law; (ii) UCC financing statements or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Assets; and (iii) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import), naming each lessee of Containers subject to such Finance Lease, as debtor, the Seller, as secured party, and the Containers under such related Finance Lease as collateral, such financing statement against the lessee shall be filed in the appropriate filing offices in the jurisdiction in which the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name of the secured party as of record in any such filing office. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, the Administrative Agent and each Series Enhancer. (b) In connection with each transfer of Transferred Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred Asset has been irrevocably and absolutely transferred to the Issuer.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (TAL International Group, Inc.), Contribution and Sale Agreement (TAL International Group, Inc.)
Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets, such filings to be made (unless otherwise requested by the Administrative Agent or any Series EnhancerRequisite Global Majority) in each case only to the extent necessary pursuant to applicable law to perfect the ownership interest of the Issuer:
(i) UCC financing statements filed against the Seller and covering the Transferred Assets. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;
(ii) UCC financing statements or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Assets; and
(iii) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import), naming each lessee of Containers subject to such Finance Lease, as debtor, the Seller, as secured party, and the Containers under such related Finance Lease as collateral, such financing statement against the lessee shall be filed in the appropriate filing offices in the jurisdiction in which the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name of the secured party as of record in any such filing office. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, Trustee and the Administrative Agent and each Series EnhancerRequisite Global Majority.
(b) In connection with each transfer of Transferred Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred Asset has been irrevocably and absolutely transferred to the Issuer.
Appears in 1 contract
Samples: Contribution and Sale Agreement (TAL International Group, Inc.)
Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets, such filings to be made (unless otherwise requested by the Administrative Agent or any Series Enhancer) in each case only to the extent necessary pursuant to applicable law to perfect the ownership interest of the Issuer:
(i) UCC financing statements filed against the Seller and covering the Transferred Assets. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;
(ii) UCC financing statements or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Assets; and
(iii) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import), naming each lessee of Containers subject to such Finance Lease, as debtor, the Seller, as secured party, and the Containers under such related Finance Lease as collateral, such financing statement against the lessee shall be filed in the appropriate filing offices in the jurisdiction in which the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name of the secured party as of record in any such filing office. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s 's obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, the Administrative Agent Trustee and each Series Enhancer.
(b) In connection with each transfer of Transferred Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred Asset has been irrevocably and absolutely transferred to the Issuer.
Appears in 1 contract
Samples: Contribution and Sale Agreement (TAL International Group, Inc.)
Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets, such filings to be made (unless otherwise requested by the Administrative Agent or any Series Enhancer) in each case only to the extent necessary pursuant to applicable law to perfect the ownership interest of the Issuer:
(i) UCC financing statements filed against the Seller and covering the Transferred Assets. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;
(ii) UCC financing statements or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Assets; and
(iii) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import), naming each lessee of Containers subject to such Finance Lease, as debtor, the Seller, as secured party, and the Containers under such related Finance Lease as collateral, such financing statement against the lessee shall be filed in the appropriate filing offices in the jurisdiction in which the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name of the secured party as of record in any such filing office. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s 's obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, the Administrative Agent and each Series Enhancer.
(b) In connection with each transfer of Transferred Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred Asset has been irrevocably and absolutely transferred to the Issuer.
Appears in 1 contract
Samples: Contribution and Sale Agreement (TAL International Group, Inc.)
Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees agrees, by not later than the Business Day after the Transfer Date, to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets), such filings to be made (unless otherwise requested by the Administrative Agent or any Series EnhancerDeal Agent) in each case only to the extent necessary pursuant to applicable law Applicable Law to perfect protect the ownership interest of the IssuerIssuer and/or the security interest of the Indenture Trustee therein:
(i) UCC financing statements filed against (or amendments to existing UCC financing statements), naming the Seller Seller, as debtor/seller, the Issuer, as secured party/buyer/assignor, the Indenture Trustee, as assignee of the secured party, and covering the Transferred applicable Sold Assets, as collateral. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;
(ii) UCC financing statements (or amendments to existing UCC financing statements), naming the Issuer, as debtor, the Indenture Trustee, as secured party, and the Sold Assets, as collateral. Such UCC financing statements shall be filed in the appropriate filing offices in the jurisdiction in which the Issuer is located (as defined in the UCC) or as otherwise required under Applicable Law;
(iii) UCC financing statements (or amendments to or terminations or releases of existing UCC financing statements) or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Sold Assets; and
(iiiiv) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import)statements, naming each lessee Lessee of Transferred Containers subject to such Finance LeaseLeases, as debtor, the Seller, as secured party, the Indenture Trustee, as assignee of the secured party, and the Containers related Sold Assets under such related Finance Lease as collateral, such . Such UCC financing statement against the lessee statements shall be filed in the appropriate filing offices debtor Lessee’s jurisdiction of organization, if such Lessee is organized under the laws of one of the United States, and otherwise in the jurisdiction in which District of Columbia with the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name Recorder of the secured party as of record in any such filing officeDeeds. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, the Administrative Agent and each Series Enhancer.
(b) In connection with each transfer of Transferred Sold Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred applicable Sold Asset has been irrevocably and absolutely transferred to the IssuerCompany.
Appears in 1 contract
Samples: Contribution and Sale Agreement (CAI International, Inc.)
Required Financing Statements; Marking of Records. (a) In connection with the transfer by it on any Transfer Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) with respect to the Related Assets, such filings to be made (unless otherwise requested by the Administrative Agent Requisite Global Majority or any Series Enhancer) in each case only to the extent necessary pursuant to applicable law to perfect the ownership interest of the Issuer:
(i) UCC financing statements filed against the Seller and covering the Transferred Assets. Such financing statements (or documents of similar import) shall be filed in the appropriate filing offices in the jurisdiction in which the Seller is located (as defined in the UCC) or as otherwise required under Applicable Law;
(ii) UCC financing statements or documents of similar import, evidencing the release of the security interest of any other Person with respect to any of the Transferred Assets; and
(iii) With respect to each Finance Lease included in the Transferred Assets, a UCC financing statement (or document of similar import), naming each lessee of Containers subject to such Finance Lease, as debtor, the Seller, as secured party, and the Containers under such related Finance Lease as collateral, such financing statement against the lessee shall be filed in the appropriate filing offices in the jurisdiction in which the lessee is located (as determined under the UCC); provided, however, that the Seller shall not be required to change the name of the secured party as of record in any such filing office. All UCC financing statements required pursuant to this Section 2.03 shall meet the requirements of Applicable Law. Nothing contained in this Section 2.03 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 4.01(g) of this Agreement and Applicable Law. The Seller shall forward, promptly upon receipt, file-stamped copies of all UCC financing documents described in paragraphs (i) and (ii) above to the Indenture Trustee, the Administrative Agent Requisite Global Majority and each Series Enhancer.
(b) In connection with each transfer of Transferred Assets, the Seller shall, at its own expense on or prior to each Transfer Date, cause its master accounting and data processing records to be marked to indicate that all right, title and interest in each Transferred Asset has been irrevocably and absolutely transferred to the Issuer.
Appears in 1 contract
Samples: Contribution and Sale Agreement (TAL International Group, Inc.)