First Tier Purchaser definition
Examples of First Tier Purchaser in a sentence
No failure or delay on the part of the First Tier Purchaser, BANA, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.
Immediately prior to the sale, transfer, contribution, assignment and conveyance of the Receivables by BANA to the First Tier Purchaser, BANA owned and had good and marketable title to such Receivables free and clear of any Lien and immediately after the sale, transfer, contribution, assignment and conveyance of such Receivable to the First Tier Purchaser, the First Tier Purchaser will have good and marketable title to such Receivable free and clear of any Lien.
Each Receivable was originated by the applicable Originator and was sold by BANA to the First Tier Purchaser without any fraud or misrepresentation on the part of the applicable Originator or BANA.
This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other First Tier Purchased Assets in favor of the First Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from BANA.
Notwithstanding the other terms of this Agreement, BANA and the First Tier Purchaser hereby acknowledge that BANA expressly retains all, and has not transferred hereunder any, of its rights to obtain refunds or claim credits or deductions relating to state and local sales or use, gross receipts, transaction privilege, value added, business and occupation and other similar taxes attributable to accounts charged off by the First Tier Purchaser or its affiliates, subsidiaries, assignees or transferees.
All filings (including UCC filings) necessary in any jurisdiction to give the First Tier Purchaser a first priority perfected ownership interest in the Receivables shall have been made.
BANA makes the following representations and warranties as of the Closing Date on which the First Tier Purchaser will be deemed to have relied in acquiring the First Tier Purchased Assets.
BANA makes the representations and warranties set forth on Schedule I with respect to the Receivables listed on the Schedule of Receivables, on which the First Tier Purchaser relies in purchasing such Receivables.
BANA shall deliver (or cause to be delivered) to the First Tier Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
BANA is willing to sell, transfer, contribute and assign such portfolio of motor vehicle receivables and related property to the First Tier Purchaser on the terms and conditions set forth in this Agreement.