Common use of Maintenance of Security Interests in Pledged Assets Clause in Contracts

Maintenance of Security Interests in Pledged Assets. (a) The Servicer (if LEAF Financial or one of its Affiliates) shall take all steps necessary, under all applicable law, in order to (i) cause a valid, subsisting and enforceable first priority perfected security interest (or back-up security interest in the case of a true lease) to exist in favor of the Agent (for the benefit of the Lender) in the Borrower’s right, title and interest in and to the First Priority Assets and the other Pledged Receivables and in the Borrower’s right, title and interest in and to Equipment, Related Security and Other Conveyed Property related to the foregoing and all other Pledged Assets in which a security interest can be perfected by filing or possession under the UCC (and the proceeds thereof) being Pledged hereunder, to secure a Loan on the Borrowing Date thereof including (A) the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Borrower’s interest in the Equipment, Related Security and Other Conveyed Property and naming the Borrower as debtor and the Agent as the secured party, and (B) filing Obligor Financing Statements against all Obligors (except that UCC financing statements are not required to have been filed against the related Obligor for any Equipment related to any Contract that had an original equipment cost at origination of less than $50,000, or if such Contract provides for a “nominal value” purchase option, of less than $25,000), (ii) ensure that such security interest is and shall be prior to all other liens upon and security interests in the Borrower’s right, title and interest in and to such First Priority Assets and other Pledged Receivables (and the proceeds thereof) that now exist, or may hereafter arise or be created other than Permitted Liens, and (iii) ensure that immediately prior to the Pledge of such Receivables by the Borrower to the Agent (for the benefit of the Lender), such Equipment, Related Security and Other Conveyed Property and all other Pledged Assets is free and clear of all Adverse Claims other than Permitted Liens; and (b) The Servicer shall take all steps, as are necessary (subject to Section 6.05(a)), to maintain perfection of the security interest in the Borrower’s right, title and interest in and to the Equipment, Related Security and Other Conveyed Property related to each Pledged Receivable and all other Pledged Assets (and the proceeds thereof) in favor of the Agent, for the benefit of the Lender, including but not limited to, obtaining the execution by the Borrower and the recording, registering, filing, re-recording, refiling, and reregistering of all security agreements, financing statements and continuation statements as are necessary to maintain and/or perfect such security interests granted by the Borrower. Without limiting the generality of the foregoing, the Borrower and the Agent each hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect the security interest in the Borrower’s interests in any Equipment (and the Borrower’s interests therein), Related Security and Other Conveyed Property related to each Pledged Receivable and all other Pledged Assets (and the proceeds thereof) in favor of the Agent, for the benefit of the Lender, as may be necessary, due to the relocation of the Equipment and all other Pledged Assets or Obligor or for any other reason, except to the extent that UCC financing statements were not required to have been filed against the related Obligor for any Equipment related to any Contract that had an original equipment cost at origination of less than $50,000, or if such Contract provides for a “nominal value” purchase option, of less than $25,000. (c) At any time after the occurrence of an Event of Default, upon the request of the Lender (or the Agent on behalf of the Lender), the Servicer (or, if the Servicer is unable or refuses to act, the Agent) shall promptly take all such additional steps, if any, as are necessary to create and maintain perfection of the security interest in any Vehicle related to each Pledged Receivable (and the proceeds of such Vehicle) on behalf of the Borrower and to create and maintain perfection of the security interest in the Borrower’s security interest in any Vehicle related to each Pledged Receivable (and the proceeds of such Vehicle) on behalf of the Agent, for the benefit of the Lender, including, if required by applicable law, having a notation of the Borrower’s and/or the Agent’s respective security interest recorded on such Vehicle’s certificate of title (unless a Lien Certificate showing Borrower, Servicer or Custodian under the Lienholder Nominee Agreement as secured party with respect to the related Vehicle from the applicable Registrar of Titles is effective for such purpose).

Maintenance of Security Interests in Pledged Assets. (a) The Initial Servicer (if LEAF Financial and the Borrower agree that from time to time, at their own cost and expense, they shall, as is necessary or one of its Affiliates) shall as may be requested by the Collateral Agent, take all steps necessary, under all applicable actions necessary or that is required by law, in order to (i) cause a validcreate, subsisting preserve and enforceable first priority perfected protect the security interest (or back-up security interest in granted under this Agreement, and the case of a true lease) to exist priority thereof, in favor of the Collateral Agent (for the benefit of the LenderSecured Parties) in the Borrower’s right, title and interest in and to the First Priority Assets each Pledged Receivable and the other Pledged Receivables and in the Borrower’s right, title and interest in and to Equipment, Related Security and Other Conveyed Property related to the foregoing and each Pledged Receivable, all other Pledged Assets in which a security interest can be perfected by filing or possession under the UCC (and the proceeds thereof) of any of the foregoing being Pledged hereunder, to secure a Loan on the Borrowing Date thereof including thereof. Subject to clause (Ac) below, the Initial Servicer shall take all such further action including, but not limited to filing of a UCC financing statement in the applicable jurisdiction adequately describing the Borrower’s interest in the Equipment, Related Security and Other Conveyed Property and naming the Borrower as debtor and the Collateral Agent as the secured partyparty and covering “all assets” of the Borrower, and (B) filing Obligor Financing Statements against all Obligors (except that UCC financing statements are not required to have been filed against the related Obligor for any Equipment related to any Contract that had an original equipment cost at origination of less than $50,000, or if such Contract provides for a “nominal value” purchase option, of less than $25,000), (ii) ensure that such security interest is and shall be prior to all other liens upon and security interests in the Borrower’s right, title and interest in and to such First Priority Assets and other Pledged Receivables (and the proceeds thereof) that now exist, or may hereafter arise or be created other than Permitted Liens, and (iii) ensure that immediately prior to the Pledge of such Receivables Receivable by the Borrower to the Collateral Agent (for the benefit of the LenderSecured Parties), each such EquipmentPledged Receivable, the Related Security and Other Conveyed Property related to each Pledge Receivable and all other Pledged Assets is free and clear of all Adverse Claims other than Permitted Liens; andClaims. (b) The Initial Servicer shall take all steps, as are necessary (subject to Section 6.05(a6.03(a)), to maintain perfection of the security interest in each Pledged Receivable, the Borrower’s right, title and interest in and to the Equipment, Related Security and Other Conveyed Property related to each Pledged Receivable and Receivable, all other Pledged Assets (and the proceeds thereof) of any of the foregoing in favor of the Collateral Agent, for the benefit of the LenderSecured Parties, including including, but not limited to, obtaining the execution by the Borrower and the recording, registering, filing, re-recording, refiling, and reregistering of all security agreements, financing statements and continuation statements as are necessary to maintain and/or and perfect such security interests granted by the Borrower. Without limiting the generality of the foregoing, the Borrower and the Collateral Agent each hereby authorizes the Initial Servicer, and the Initial Servicer agrees, to take any and all steps necessary (subject to Section 6.03(a)) to re-perfect the such security interest in each Pledged Receivable, the Borrower’s interests in any Equipment (and the Borrower’s interests therein), Related Security and Other Conveyed Property related to each Pledged Receivable and all other Pledged Assets or Merchant or for any other reason. (c) Notwithstanding anything in this Agreement to the contrary, (i) the Collateral Agent shall have no duty to monitor any of the Pledged Assets and shall not be responsible for filing Financing Statements or continuation statements in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Pledged Assets and (ii) the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Pledged Assets or for the validity, perfection, priority or enforceability of the Liens in any of the Pledged Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder for the validity or sufficiency of the Pledged Assets or any agreement or assignment contained therein, for the validity of the title of the Borrower to the Pledged Assets, for insuring the Pledged Assets or for the payment of taxes, charges, assessments or Liens upon the Pledged Assets or otherwise as to the maintenance of the Pledged Assets. (d) At any time after the Closing Date, the Borrower hereby authorizes (but does not obligate) the Collateral Agent and the Administrative Agent to file such financing statement or statements relating to the Collateral Agent’s security interest in each Pledged Receivable and the Related Security and Other Conveyed Property related to each Pledged Receivable, all other Pledged Assets and the proceeds thereof) in favor of any of the Agent, for the benefit of the Lender, foregoing as may be necessary, due to including financing statements that describe the relocation collateral covered thereby as “all assets of the Equipment Borrower whether now owned or existing or hereafter acquired or arising and wheresoever located”, and appoints the Collateral Agent as the Borrower’s attorney-in-fact to file any such financing statement or statements in the Borrower’s name, and to perform all other acts as may be necessary to perfect and continue its or the Collateral Agent's, as applicable, lien and security interest in the Pledged Assets granted hereby and to protect, preserve or realize upon each Pledged Receivable and the Related Security and Other Conveyed Property related to each Pledged Receivable, all other Pledged Assets or Obligor or for and the proceeds of any other reasonof the foregoing, except including, but not limited to, the right to endorse notes, complete blanks in documents and execute assignments on behalf of the extent that UCC financing statements were not required to have been filed against Borrower as its attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable without the related Obligor for any Equipment related to any Contract that had an original equipment cost at origination of less than $50,000, or if such Contract provides for a “nominal value” purchase option, of less than $25,000Collateral Agent’s consent. (ce) At any time after the occurrence of an Event of Default, the Borrower hereby authorizes (but does not obligate) the Collateral Agent to file such other financing statement or statements relating to the Pledged Assets as may be necessary, and appoints the Collateral Agent as the Borrower’s attorney-in-fact to file any such financing statement or statements in the Borrower’s name and to perform all other acts which may be necessary to perfect and continue the lien and security interest granted hereby and to protect, preserve and realize upon the request of the Lender (or the Agent on behalf of the Lender)Pledged Assets, including, but not limited to, the Servicer (orright to endorse notes, if the Servicer is unable or refuses to act, the Agent) shall promptly take all such additional steps, if any, as are necessary to create complete blanks in documents and maintain perfection of the security interest in any Vehicle related to each Pledged Receivable (and the proceeds of such Vehicle) execute assignments on behalf of the Borrower as its attorney-in-fact. This power of attorney is coupled with an interest and to create and maintain perfection of is irrevocable without the security interest in the Borrower’s security interest in any Vehicle related to each Pledged Receivable (and the proceeds of such Vehicle) on behalf of the Collateral Agent, for the benefit of the Lender, including, if required by applicable law, having a notation of the Borrower’s and/or the Agent’s respective security interest recorded on such Vehicle’s certificate of title (unless a Lien Certificate showing Borrower, Servicer or Custodian under the Lienholder Nominee Agreement as secured party with respect to the related Vehicle from the applicable Registrar of Titles is effective for such purpose)'s consent.