Creation, Perfection and Priority of Security Interests Sample Clauses

Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

Creation, Perfection and Priority of Security Interests. (A) While it is the intention of BASHC and the Second Tier Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the related Second Tier Purchased Assets from BASHC to the Second Tier Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in each Receivable and the related Second Tier Purchased Assets in favor of the Second Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from BASHC. (B) The Receivables constitute either “tangible chattel paper” or “electronic chattel paper”, each within the meaning of the applicable UCC.

Creation, Perfection and Priority of Security Interests. (A) While it is the intention of the Depositor and the Issuer that the transfer and assignment contemplated by this Agreement shall constitute a sale of the related Purchased Assets from the Depositor to the Issuer, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in each Receivable and the related Purchased Assets 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 Receivables constitute either “tangible chattel paper” or “electronic chattel paper”, each within the meaning of the applicable UCC.

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property or the Collateral, as applicable, are true and correct: (A) While it is the intention of the Transferor and the Trust that the transfer and assignment contemplated by this Agreement, each Pool Supplement and each Receivables Assignment shall constitute sales of the related Purchased Property from the Transferor to the Trust, this Agreement, each Pool Supplement and, upon execution and delivery, each Receivables Assignment shall create a valid and continuing security interest (as defined in the applicable UCC) in the related Purchased Property in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Transferor. The Loan and Security Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Trust. (B) Prior to the sale of such Purchased Property to the Trust under this Agreement, the Receivables constituted “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (C) All filings (including such UCC filings) as are necessary in any jurisdiction to perfect the security interest of the Trust and the Administrative Agent in the Purchased Property and the Collateral (subject to permitted exceptions for titling), as applicable, have been (or prior to the applicable Closing Date will be) made. (D) Other than the sale and backup security interest granted to the Trust or the Administrative Agent pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of such Purchased Property or Collateral. The Transferor has not authorized the filing of, and is not aware of, any financing statements against the Transferor that include a description of collateral covering such Purchased Property other than the financing statements relating to the security interests granted to the Trust and the Administrative Agent, as assignees, under this Agreement or any financing statement that has been effectively terminated. The Transferor is not aware of any judgment or tax lien filings against it or such Purchased Property or the Collateral...

Creation, Perfection and Priority of Security Interests. (A) While it is the intention of BAASC and the Third Tier Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the related Third Tier Purchased Assets from BAASC to the Third Tier Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in each Receivable and the related Third Tier Purchased Assets in favor of the Third Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from BAASC. (B) The Receivables constitute either “tangible chattel paper” or “electronic chattel paper”, each within the meaning of the applicable UCC.

Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Transferred Assets, which are attached to this Agreement as Schedule II, are true and correct.

Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Transferred Assets, which are attached to this Agreement as Exhibit B, are true and correct. 24 Sale and Servicing Agreement (BLAST 2023-1)

Creation, Perfection and Priority of Security Interests. The Perfection Representations, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the Ohio Purchased Property are true and correct to the extent that they are applicable: (i) While it is the intention of GMACNA and GMAC that the transfer and assignment contemplated by this Agreement and the Ohio Receivables Assignments shall constitute sales of the Ohio Purchased Property from GMACNA to GMAC, this Agreement shall create a valid and continuing security interest (as defined in the applicable UCC) in the Ohio Purchased Property in favor of GMAC, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from GMACNA and GMAC. (ii) All steps necessary to perfect GMACNA's security interest against each Obligor in the property securing the Ohio Purchased Property have been taken. (iii) Prior to the sale of the Ohio Purchased Property to GMAC under this Agreement, the Ohio Receivables constitute "tangible chattel paper" within the meaning of the applicable UCC. (iv) GMACNA owns and has good title to the Ohio Purchased Property free and clear of any Lien, claim or encumbrance of any Person. (v) GMACNA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Ohio Purchased Property sold to GMAC hereunder. (vi) GMACNA has in its possession all original copies of the Ohio Receivables Files and other documents that constitute or evidence the Ohio Receivables and the Ohio Purchased Property. The Ohio Receivables Files and other documents that constitute or evidence the Ohio Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than GMAC. (vii) Other than the security interest granted to GMAC pursuant to this Agreement, XXXX pursuant to the Basic Documents, the Issuer under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of GMACNA, GMAC, XXXX or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Ohio Purchased Property. None of GMACNA, GMAC, XXXX or the Issuer has authorized the filing of, or is aware of, any financing statements against GMACNA, GMAC, XXXX or the Issuer that include a description of collateral covering the Ohi...

Creation, Perfection and Priority of Security Interests. (A) While it is the intention of Depositor and Issuer that the transfer and assignment contemplated by this Agreement shall constitute a sale of the related Purchased Assets from Depositor to Issuer, this Agreement shall create a valid and continuing security interest (as defined in the applicable UCC) in the related Purchased Assets in favor of Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Depositor. (B) The Receivables constitute either “tangible chattel paper” or “electronic chattel paper”, each within the meaning of the applicable UCC. (C) Depositor has caused or will have caused, within ten days after the related Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in each Receivable sold to Issuer hereunder. (D) BANA, as Custodian and Servicer or through a sub-contractor or subservicer as permitted by the Servicing Agreement, has in its possession all original copies of the related Receivables Files related to the Receivables listed on the Schedule of Receivables and other documents that constitute or evidence such Receivables and the related Purchased Assets. Such Receivables Files and other documents that constitute or evidence such Purchased Assets do not have any marks or notations indicating that any ownership or security interest therein has been pledged, assigned or otherwise conveyed to any Person other than Issuer.