Ganis definition
Examples of Ganis in a sentence
Promptly after the execution of any such amendment or consent, Ganis shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies.
At the Closing Date Ganis shall have a valid, subsisting and enforceable first priority ownership interest in each Receivable and the proceeds thereof, subject to the transfer thereof by Ganis to the Depositor.
DFS makes the following representations on which each of Ganis, the Depositor and the Issuer is deemed to have relied in acquiring the Receivables.
The provisions of this Agreement are solely for the benefit of DFS, Ganis, the Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee and the Noteholders, and, except as expressly provided in this Agreement, nothing in this Agreement shall be construed to give to any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.
All filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give Ganis a first priority perfected ownership interest in the DFS Receivables and the proceeds thereof have been made, taken or performed, subject to the transfer thereof by Ganis to the Depositor.
The security interest of DFS in each such Financed Vehicle has been validly assigned by DFS to Ganis pursuant to this Agreement.
No DFS Receivable has been sold, transferred, assigned or pledged by DFS except pursuant to this Agreement; immediately prior to the conveyance of the DFS Receivables by DFS to Ganis pursuant to this Agreement, DFS had good and indefeasible title to the DFS Receivables, free and clear of any Lien.
By the Closing Date, DFS shall have caused the portions of its electronic ledger relating to the DFS Receivables to be clearly and unambiguously marked to show that the DFS Receivables have been transferred absolutely from DFS to Ganis, from Ganis to the Depositor and from the Depositor to the Trust.
Subject to the indemnification provisions contained in the last paragraph of this Section, the sole remedy of Ganis, the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Residual Interestholder and the Noteholders with respect to a breach of representations and warranties of DFS set forth in this Section shall be to require DFS to purchase Receivables pursuant to this Section, subject to the conditions contained herein.
However, in the event that, notwithstanding the intent of the parties, such conveyance is deemed to be a transfer for security and not a capital contribution, then (i) DFS shall be deemed to have granted, and in such event does hereby grant, to Ganis a first priority security interest in all of its right, title and interest in, to and under DFS Conveyed Property, and (ii) this Agreement shall constitute a security agreement under applicable law with respect to such conveyance.