Common use of Security for Notes Clause in Contracts

Security for Notes. (a) The Issuer and the Originator shall file UCC-1 financing statements described in Sections 4.01(f) and 4.02(b)(vi) hereof in accordance with such Sections. In addition, as soon as practicable but no later than 30 days after the Initial Delivery Date and any subsequent Delivery Date or Acquisition Date, as the case may be, the Issuer and the Originator shall file with respect to all Contracts Granted to the Indenture Trustee on such date as to which the original cost of the underlying Equipment was in excess of $10,000, UCC assignments assigning to the Indenture Trustee on behalf of the Holders of the Notes, the Originator's security interest in the Equipment under such Contracts. From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interests in the Contracts and the Equipment owned by the Issuer (provided that, with respect to financing statements filed regarding Equipment, the original cost of such Equipment was in excess of $10,000) against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. (b) If any change in either the Originator's or the Issuer's name, identity, structure or the location of its principal place of business, chief executive office or jurisdiction of organization occurs, then the Issuer shall, or the Issuer shall cause the Originator, to deliver 30 days prior written notice of such change or relocation to the Servicer and the Indenture Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Indenture Trustee's interests in the Trust Estate. (c) During the term of this Indenture, the Issuer shall maintain each of its chief executive office, principal place of business and jurisdiction of organization in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Trust Estate (other than with respect to the Equipment related to a Contract the original cost of which was less than $10,000). (e) The Indenture Trustee shall hold the original manually executed counterpart of each Contract and each Underlying Note at its office in the State of Minnesota, and at any such new address in the State of Minnesota as the Indenture Trustee shall inform the Servicer and the Issuer in writing from time to time. The Indenture Trustee shall hold each Contract for the benefit of Noteholders, and maintain accurate records pertaining to each Contract to maintain a current inventory thereof. The Indenture Trustee may, if requested by the Servicer in writing in the form attached hereto as Exhibit E for purposes of servicing a Contract, temporarily release to the Servicer such Contract. Any Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Contract is subject to a security interest in favor of Wells Fargo Bank Minnesota, National Association, as Indenture Trust▇▇. ▇he Servicer shall promptly return the Contract to the Indenture Trustee when the need therefor no longer exists.

Security for Notes. (a) The Issuer and the Originator Company shall file UCC-1 financing statements described in Sections 4.01(f) and 4.02(b)(vi) hereof in accordance with such Sections. In addition, as soon as practicable but no later than 30 days after the Initial Delivery Date and any subsequent Delivery Date or Acquisition Date, as the case may be, the Issuer and the Originator Company shall file with respect to all Contracts Granted to the Indenture Trustee on such date as to which the original cost of the underlying Equipment was in excess of $10,000, UCC assignments assigning to the Indenture Trustee on behalf of the Holders of the NotesNotes and the Note Insurer, the OriginatorCompany's security interest in the Equipment under such Contracts. From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's and the Note Insurer's respective interests in the Contracts and the Equipment owned by the Issuer (provided that, with respect to financing statements filed regarding Equipment, the original cost of such Equipment was in excess of $10,000) against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. (b) If any change in either the OriginatorCompany's or the Issuer's name, identity, structure or the location of its principal place of business, chief executive office or jurisdiction of organization occurs, then the Issuer shall, or the Issuer shall cause the OriginatorCompany, to deliver 30 days prior written notice of such change or relocation to the Servicer Servicer, the Note Insurer and the Indenture Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Indenture Trustee's and the Note Insurer's respective interests in the Trust Estate. (c) During the term of this Indenture, the Issuer shall maintain each of its chief executive office, principal place of business and jurisdiction of organization in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's and the Note Insurer's respective right, title and interest in and to the Trust Estate (other than with respect to the Equipment related to a Contract the original cost of which was less than $10,000). (e) The Indenture Trustee shall hold the original manually executed counterpart of each Contract and each Underlying Note at its office in the State of Minnesota, and at any such new address in the State of Minnesota as the Indenture Trustee shall inform the Servicer Servicer, the Issuer and the Issuer Note Insurer in writing from time to time. The Indenture Trustee shall hold each Contract for the benefit of NoteholdersNoteholders and the Note Insurer, and maintain accurate records pertaining to each Contract to maintain a current inventory thereof. The Indenture Trustee may, if requested by the Servicer in writing in the form attached hereto as Exhibit E F for purposes of servicing a Contract, temporarily release to the Servicer such Contract. Any Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Contract is subject to a security interest in favor of Wells Fargo Norwest Bank Minnesota, National Association, as Indenture Trust▇▇Trustee. ▇he The Servicer shall promptly return the Contract to the Indenture Trustee when the need therefor no longer exists.

Security for Notes. (a) The Issuer and the Originator Company shall file UCC-1 UCC-I financing statements described in Sections 4.01(f4.01 (f) and 4.02(b)(vi) hereof in accordance with such Sections. In addition, as soon as practicable but no later than 30 days after the Initial Delivery Date and any subsequent Delivery Date or Acquisition Date, as the case may be, (i) the Issuer and the Originator shall file with respect to all Lease Contracts Granted other than Loan Contracts, UCC- I financing statements with the Secretaries of State (and with the relevant county, if required by the applicable state law) of the Enumerated States, executed by the Issuer, as debtor, and naming the Indenture Trustee for the benefit of the Noteholders and MBIA as secured party and the Equipment located in such States as collateral; provided that no filings naming an individual Customer as debtor shall be required; and (ii), with respect to any titled Equipment underlying a Lease Contract, the Issuer and the Company shall provide evidence to the Indenture Trustee on acceptable to MBIA that applications have been filed to retitle or originate title in such date Equipment, as to which applicable, in the original cost name of the underlying Equipment was in excess of $10,000Issuer and naming the Indenture Trustee as secured party, UCC assignments assigning and immediately upon receipt, the Issuer shall deliver or cause to be delivered to the Indenture Trustee, certificates of title naming the Issuer as title owner and the Indenture Trustee on behalf of the Holders of the Notes, the Originator's security interest in the Equipment under such Contractsas secured party. From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's and MBIA's respective interests in the Lease Contracts and the Equipment owned by the Issuer (provided that, with respect to financing statements filed regarding Equipment, and initially located in the original cost of such Equipment was in excess of $10,000) Enumerated States against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. (b) If any change in either the OriginatorCompany's or the Issuer's name, identity, structure or the location of its principal place of business, business or chief executive office or jurisdiction of organization occurs, then the Issuer shall, or the Issuer shall cause the OriginatorCompany, to deliver 30 days prior written notice of such change or relocation to the Servicer Servicer, MBIA and the Indenture Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Indenture Trustee's and MBIA's respective interests in the Trust Estate. (c) During the term of this the Indenture, the Issuer shall will maintain each of its chief executive office, office and principal place of business and jurisdiction of organization in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's and MBIA's respective right, title and interest in and to the Trust Estate (other than with respect to the Equipment related to a Contract not initially located in the original cost of which was less than $10,000Enumerated States). (e) The Indenture Trustee shall hold the original manually executed counterpart of each Contract and each Underlying Note at its office in the State of Minnesota, and at any such new address in the State of Minnesota as the Indenture Trustee shall inform the Servicer and the Issuer in writing from time to time. The Indenture Trustee shall hold each Contract for the benefit of Noteholders, and maintain accurate records pertaining to each Contract to maintain a current inventory thereof. The Indenture Trustee may, if requested by the Servicer in writing in the form attached hereto as Exhibit E for purposes of servicing a Lease Contract, temporarily release to the Servicer such Lease Contract. Any Lease Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Lease Contract is subject the property of the Issuer and has been pledged to a security interest in favor of Wells Fargo Norwest Bank Minnesota, National Association, as Indenture Trust▇▇Trustee. ▇he The Servicer shall promptly return the Lease Contract to the Indenture Trustee when the need therefor no longer exists.

Security for Notes. (a) The Issuer and the Originator Company shall file UCC-1 financing statements described in Sections 4.01(f) and 4.02(b)(vi) hereof in accordance with such Sections. In addition, as soon as practicable but no later than 30 days after the Initial Delivery Date and any subsequent Delivery Date or Acquisition Date, as the case may be, the Issuer and the Originator Company shall file with respect to all Contracts Granted to the Indenture Trustee on such date as to which the original cost of the underlying Equipment was in excess of $10,000, UCC assignments assigning to the Indenture Trustee on behalf of the Holders of the NotesNotes and the Note Insurer, the OriginatorCompany's security interest in the Equipment under such Contracts. From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's and the Note Insurer's respective interests in the Contracts and the Equipment owned by the Issuer (provided that, with respect to financing statements filed regarding Equipment, the original cost of such Equipment was in excess of $10,000) against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. (b) If any change in either the OriginatorCompany's or the Issuer's name, identity, structure or the location of its principal place of business, chief executive office or jurisdiction of organization occurs, then the Issuer shall, or the Issuer shall cause the OriginatorCompany, to deliver 30 days prior written notice of such change or relocation to the Servicer Servicer, the Note Insurer and the Indenture Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Indenture Trustee's and the Note Insurer's respective interests in the Trust Estate. (c) During the term of this Indenture, the Issuer shall maintain each of its chief executive office, principal place of business and jurisdiction of organization in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's and the Note Insurer's respective right, title and interest in and to the Trust Estate (other than with respect to the Equipment related to a Contract the original cost of which was less than $10,000). (e) The Indenture Trustee shall hold the original manually executed counterpart of each Contract and each Underlying Note at its office in the State of Minnesota, and at any such new address in the State of Minnesota as the Indenture Trustee shall inform the Servicer Servicer, the Issuer and the Issuer Note Insurer in writing from time to time. The Indenture Trustee shall hold each Contract for the benefit of NoteholdersNoteholders and the Note Insurer, and maintain accurate records pertaining to each Contract to maintain a current inventory thereof. The Indenture Trustee may, if requested by the Servicer in writing in the form attached hereto as Exhibit E F for purposes of servicing a Contract, temporarily release to the Servicer such Contract. Any Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to delivery a legend to the effect that the Contract is subject to a security interest in favor of Wells ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Indenture Trust▇▇Trustee. ▇he The Servicer shall promptly return the Contract to the Indenture Trustee when the need therefor no longer exists.

Security for Notes. (a) The Issuer and the Originator Company shall file UCC-1 financing statements described in Sections Section 4.01(f) and 4.02(b)(vi(g) hereof in accordance with such Sections. In addition, as soon as practicable but no later than 30 days after the Initial Delivery Date and any subsequent Delivery Date or Acquisition Date, as the case may be, the Issuer and the Originator shall file with respect to all Contracts Granted to the Indenture Trustee on such date as to which the original cost of the underlying Equipment was in excess of $10,000, UCC assignments assigning to the Indenture Trustee on behalf of the Holders of the Notes, the Originator's security interest in the Equipment under such Contractshereof. From time to time, the Servicer shall shall, in accordance with the Servicing Agreement, take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's and MBIA's respective interests in the Loan Contracts and the Equipment owned by security interest in the Issuer (provided that, with respect to financing statements filed regarding Equipment, the original cost of such Equipment was in excess of $10,000) related Vehicles against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title. If the original Certificate of Title is not available on the Closing Date, the Company shall deliver the Application for Certificate of Title to the Custodian on behalf of the Indenture Trustee on the Closing Date; provided, however, that the Company shall deliver to the Custodian on behalf of the Indenture Trustee the original Certificate of Title relating to each Vehicle within 120 days of the delivery of the Application for Certificate of Title. (b) If any change in either the OriginatorCompany's or the Issuer's name, identity, structure or the location of its principal place of business, business or chief executive office or jurisdiction of organization occurs, then the Issuer shall, or the Issuer shall cause the OriginatorCompany, to deliver 30 days days' prior written notice of such change or relocation to the Servicer Servicer, MBIA and the Indenture Trustee and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Indenture Trustee's and MBIA's respective interests in the Trust EstateEstate in accordance with the Servicing Agreement. (c) During the term of this Indenture, the Issuer shall will maintain each of its chief executive office, office and principal place of business and jurisdiction of organization in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's and MBIA's respective right, title and interest in and to the Trust Estate (other than with respect to the Equipment related to a Contract the original cost of which was less than $10,000)Estate. (e) The So long as an MBIA Default shall not have occurred and be continuing, upon the occurrence of a Re-▇▇▇▇▇▇▇ Trigger, MBIA may instruct the Indenture Trustee shall hold Trustee, the original manually executed counterpart of each Contract Issuer and each Underlying Note at its office the Servicer to take or cause to be taken such action as may, in the State opinion of Minnesotacounsel to MBIA, and at any such new address be necessary or desirable to perfect or reperfect the security interests in the State of Minnesota as Vehicles securing the Indenture Trustee shall inform the Servicer and the Issuer in writing from time to time. The Indenture Trustee shall hold each Contract for the benefit of Noteholders, and maintain accurate records pertaining to each Contract to maintain a current inventory thereof. The Indenture Trustee may, if requested by the Servicer in writing Trust Estate in the form attached hereto as Exhibit E for purposes of servicing a Contract, temporarily release to the Servicer such Contract. Any Contract temporarily released from the custody name of the Indenture Trustee by amending the title documents of such Vehicles or by such other reasonable means as may, in the opinion of counsel to the Servicer MBIA, be necessary or its agents shall have stamped on it prior to delivery a legend to the effect that the Contract is subject to a security interest in favor of Wells Fargo Bank Minnesota, National Association, as Indenture Trust▇▇prudent. ▇he Servicer shall promptly return the Contract The Issuer hereby grants to the Indenture Trustee when a power of attorney to effect such re-perfection. The Issuer hereby agrees to pay all expenses related to such perfection or re-perfection (and to reimburse the need therefor no longer existsIndenture Trustee for all costs and expenses related therewith) and to take all action necessary therefor.