Representations and Warranties as to Security Interests Clause Samples
Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.
(a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor.
(b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles.
(c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.
(d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.
(e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Issuer.
(f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer.
(g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor.
(h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the I...
Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser, with respect to the Receivables, as of the Closing Date:
Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date:
(a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.
(b) The Seller has taken all steps necessary to perfect its security interest against the Obligor in the Financed Equipment.
(c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (or, if such terms are not separately defined in the applicable UCC, “chattel paper”) or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “payment intangibles” within the meaning of the applicable UCC.
(d) The Seller owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.
(e) All original executed copies of each loan agreement or installment sales contract that constitute or evidence those Receivables that constitute “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer.
(f) The Seller has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Issuer.
(g) The Seller has received a written acknowledgment from the Servicer, if DTFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer.
(h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller.
(i) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Purchaser.
Representations and Warranties as to Security Interests. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:
(a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.
(b) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles.
(c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.
Representations and Warranties as to Security Interests. (a) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, to the extent that Standard & Poor’s is a Rating Agency, the Borrower makes the representations and warranties set forth on Schedule 1 to this Agreement on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely. Notwithstanding the foregoing, the representations and warranties set forth on Schedule 1 to this Agreement may not be waived.
(b) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, the Borrower makes the following representations and warranties on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely:
(i) All of the Permitted Investments with respect to such Exchange Note have been and will be credited to the related Collection Account.
(ii) The securities intermediary for the related Collection Account has agreed or will agree in an account control agreement to (A) treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC and (B) comply with all instructions originated by the secured party as set forth in the applicable account control agreement relating to the Collection Account without further consent by the Borrower.
(iii) The Collection Account is not in the name of any Person other than the Borrower, the Collateral Agent or, if debt obligations that are secured by the applicable Exchange Note have been issued, the applicable indenture trustee.
(iv) The Borrower has not consented to the securities intermediary of any Collection Account with respect to such Exchange Note complying with entitlement orders of any Person other than the Collateral Agent or, if debt obligations secured by an Exchange Note have been issued, the applicable indenture trustee.