Common use of UCC Matters; Protection and Perfection of Transferred Assets Clause in Contracts

UCC Matters; Protection and Perfection of Transferred Assets. Each Originator will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of such Originator referred to in Section 9.02 or, upon 30 days' prior written notice to the Buyer, at such other locations within the United States where all actions reasonably requested by the Buyer to protect and perfect the interest of the Buyer in the Transferred Assets have been taken and completed. Each Originator will not make any change to its corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names other than those described in Schedule IV, unless prior to the effective date of any such name change or use, the applicable Originator delivers to the Buyer such executed financing statements as the Buyer may request to reflect such name change or use, together with such other documents and instruments as the Buyer may request in connection therewith. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Transferred Assets acquired by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its respective rights hereunder. Without limiting the generality of the foregoing, the Originators will: (a) upon the request of the Buyer, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Buyer may request, and (b) on or prior to the date hereof, mark xxxir master data processing records evidencing such Transferred Assets and related Contracts with a legend,

UCC Matters; Protection and Perfection of Transferred Assets. Each Originator will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of such Originator referred to in Section SECTION 9.02 or, upon 30 days' prior written notice to the Buyer, at such other locations within the United States where all actions reasonably requested by the Buyer to protect and perfect the interest of the Buyer in the Transferred Assets have been taken and completed. Each Originator will not make any change to its corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names other than those described in Schedule IV, unless prior to the effective date of any such name change or use, the applicable Originator delivers to the Buyer such executed financing statements as the Buyer may request to reflect such name change or use, together with such other documents and instruments as the Buyer may request in connection therewith. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Transferred Assets acquired by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its respective rights hereunder. Without limiting the generality of the foregoing, the Originators will: (a) upon the request of the Buyer, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Buyer may request, and (b) on or prior to the date hereof, mark xxxir xxxx their master data processing records evidencing such Transferred Assets and related Contracts with a legend,, acceptable to the Buyer, evidencing that the Buyer or its assigns have purchased all right and title thereto. Each Originator hereby authorizes the Buyer to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Transferred Assets now existing or hereafter arising without the signature of the applicable Originator where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Transferred Assets or any part thereof shall be sufficient as a financing statement. On or before the Closing Date, the Originators (at the Originators' expense) shall (i) deliver, return receipt requested, to the Reinsurance Companies in respect of the Reinsurance Recoverables, notice of the change in ownership of the Transferred Assets comprised of Reinsurance Recoverables from the applicable Originators to the Buyer. Notwithstanding the foregoing, the Originators shall, upon the request of the Buyer at any time and at the Originators' expense, notify (to the extent not otherwise notified in accordance with the immediately preceding sentence) the Obligors of Transferred Assets, or any of them, of the ownership of Transferred Assets by the Buyer. If the Originators fail to perform any of their agreements or obligations under this SECTION 6.02, the Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Buyer incurred in connection therewith shall be payable by the Originators upon the Buyer's demand therefor. For purposes of enabling the Buyer to exercise its rights described in the preceding sentence and elsewhere in this ARTICLE VI, the Originators hereby authorize the Buyer to take any and all steps in the Originators' names and on behalf of the Originators necessary or desirable, in the determination of the Buyer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Originators' names on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.

UCC Matters; Protection and Perfection of Transferred Assets. Each The Originator will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of such the Originator referred to in Section 9.02 or, upon 30 days' prior written notice to the Buyer, at such other locations within the United States where all actions reasonably requested by the Buyer to protect and perfect the interest of the Buyer in the Transferred Assets have been taken and completed. Each The Originator will not make any change to its corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names other than those described in Schedule IV, unless prior to the effective date of any such name change or use, the applicable Originator delivers to the Buyer such executed financing statements as the Buyer may request to reflect such name change or use, together with such other documents and instruments as the Buyer may request in connection therewith. Each The Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Transferred Assets acquired by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its respective rights hereunder. Without limiting the generality of the foregoing, the Originators Originator will: (a) upon the request of the Buyer, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Buyer may request, and (b) on or prior to the date hereof, mark xxxir xxxx its master data processing records evidencing such Transferred Assets and related Contracts with a legend,, acceptable to the Buyer, evidencing that the Buyer or its assigns have purchased all right and title thereto. The Originator hereby authorizes the Buyer to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Transferred Assets now existing or hereafter arising without the signature of the Originator where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Transferred Assets or any part thereof shall be sufficient as a financing statement. If the Originator fails to perform any of its agreements or obligations under this Section 6.08, the Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Buyer incurred in connection therewith shall be payable by the Originator upon the Buyer's demand therefor. For purposes of enabling the Buyer to exercise its rights described in the preceding sentence and elsewhere in this Article VI, the Originator hereby authorizes the Buyer to take any and all steps in the Originator's name and on behalf of the Originator necessary or desirable, in the determination of the Buyer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Originator's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.

UCC Matters; Protection and Perfection of Transferred Assets. Each Originator will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of such Originator referred to in Section 9.02 or, upon 30 days' prior written notice to the Buyer, at such other locations within the United States where all actions reasonably requested by the Buyer to protect and perfect the interest of the Buyer in the Transferred Assets have been taken and completed. Each Originator will not make any change to its corporate name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names other than those described in Schedule IV, unless prior to the effective date of any such name change or use, the applicable Originator delivers to the Buyer such executed financing statements as the Buyer may request to reflect such name change or use, together with such other documents and instruments as the Buyer may request in connection therewith. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Transferred Assets acquired by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its respective rights hereunder. Without limiting the generality of the foregoing, the Originators will: (a) upon the request of the Buyer, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Buyer may request, and (b) on or prior to the date hereof, mark xxxir master data their mastex xxta processing records evidencing such Transferred Assets and related Contracts with a legend,, acceptable to the Buyer, evidencing that the Buyer or its assigns have purchased all right and title thereto. Each Originator hereby authorizes the Buyer to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Transferred Assets now existing or hereafter arising without the signature of the applicable Originator where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Transferred Assets or any part thereof shall be sufficient as a financing statement. The Originators shall, upon the request of the Buyer at any time and at the Originators' expense, notify the Obligors of Transferred Assets, or any of them, of the ownership of Transferred Assets by the Buyer. If the Originators fail to perform any of their agreements or obligations under this Section 6.08, the Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Buyer incurred in connection therewith shall be payable by the Originators upon the Buyer's demand therefor. For purposes of enabling the Buyer to exercise its rights described in the preceding sentence and elsewhere in this Article VI, the Originators hereby authorize the Buyer to take any and all steps in the Originators' names and on behalf of the Originators necessary or desirable, in the determination of the Buyer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Originators' names on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.