Common use of Creation, Perfection and Priority of Security Interests Clause in Contracts

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. (E) Xxxxx Fargo, as Collateral Custodian, or a permitted subcontractor, has in its possession all original copies of the related Original Contract Documents and other documents that constitute or evidence such Receivables and the related Purchased Property that are tangible chattel paper. The E-Vault Provider has in its “control” (as such term is used in Section 9-105 of the UCC), for the benefit of the Trust, and upon the pledge of the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, as the “secured party” (as such term is used in Section 9-105 of the UCC), all electronic records constituting or forming a part of the Receivables that are electronic chattel paper, such that the Trust has had, and will have, and the Administrative Agent has had and will have, at all times a first priority perfected security interest against the Transferor, the Trust and their respective creditors in such Receivables or Collateral, as applicable. Such Receivable Files and other documents that constitute or evidence such Purchased Property 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 the Trust and, upon assignment to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative Agent. (F) None of the Transferor, the Trust, the Servicer or a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an Authoritative Copy of any loan agreement that constitutes or evidences such Receivable to any Person other than the Collateral Custodian for the benefit of the Trust and, upon assignment of the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative Agent.

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the related Purchased Property or the Collateral, as applicable, are true and correct: (A) While it is the intention of the Transferor and the Trust Purchasers that the transfer and assignment contemplated by this Agreement, each Pool Supplement and each Second Step Receivables Assignment shall constitute sales of the related Purchased Property from the Transferor to the TrustPurchaser, this Agreement, each Pool Supplement and, upon execution and delivery, each Second Step 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 TrustPurchaser, 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 Purchaser 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 Purchasers 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 Purchasers 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 CollateralProperty. 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, Purchasers 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 CollateralProperty. (E) Xxxxx Fargo, as Collateral Custodian, or a permitted subcontractor, has in its possession all original copies of the related Original Contract Documents and other documents that constitute or evidence such Receivables and the related Purchased Property that are tangible chattel paper. The E-Vault Provider has in its “control” (as such term is used in Section 9-105 of the UCC), for the benefit of the Trust, and upon the pledge of the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, Purchasers as the “secured party” (as such term is used in Section 9-105 of the UCC), all electronic records constituting or forming a part of the Receivables that are electronic chattel paper, such that the Trust has had, and will have, and the Administrative Agent has Purchasers have had and will have, at all times have a first priority perfected security interest against the Transferor, Seller and the Trust Transferor and their respective creditors in such Receivables or Collateral, as applicableReceivables. Such Receivable Files and other documents that constitute or evidence such Purchased Property 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 the Trust and, upon assignment to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative AgentPurchasers. (F) None of the TransferorSeller, the TrustTransferor, the Servicer or a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an Authoritative Copy of any loan agreement that constitutes or evidences such Receivable to any Person other than the Collateral Custodian for the benefit of the Trust and, upon assignment of Purchasers and the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative AgentCustodian.

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the related Purchased Property or the Collateral, as applicable, are true and correct: (A) While it is the intention of the Transferor and the Trust Purchasers that the transfer and assignment contemplated by this Agreement, each Second Step Pool Supplement and each Second Step Receivables Assignment shall constitute sales of the related Purchased Property from the Transferor to the TrustPurchaser, this Agreement, each Second Step Pool Supplement and, upon execution and delivery, each Second Step 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 TrustPurchaser, 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 Purchaser 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 Purchasers 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 Purchasers 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 CollateralProperty. 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, Purchasers 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 CollateralProperty. (E) Xxxxx Fargo, as Collateral Custodian, or a permitted subcontractor, has in its possession all original copies of the related Original Contract Documents and other documents that constitute or evidence such Receivables and the related Purchased Property that are tangible chattel paper. The E-Vault Provider has in its “control” (as such term is used in Section 9-105 of the UCC), for the benefit of the Trust, and upon the pledge of the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, Purchasers as the “secured party” (as such term is used in Section 9-105 of the UCC), all electronic records constituting or forming a part of the Receivables that are electronic chattel paper, such that the Trust has had, and will have, and the Administrative Agent has Purchasers have had and will have, at all times have a first priority perfected security interest against the Transferor, Seller and the Trust Transferor and their respective creditors in such Receivables or Collateral, as applicableReceivables. Such Receivable Files and other documents that constitute or evidence such Purchased Property 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 the Trust and, upon assignment to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative AgentPurchasers. (F) None of the TransferorSeller, the TrustTransferor, the Servicer or a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an Authoritative Copy of any loan agreement that constitutes or evidences such Receivable to any Person other than the Collateral Custodian for the benefit of the Trust and, upon assignment of Purchasers and the Collateral to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative AgentCustodian.