Security Interest Representations Sample Clauses
The Security Interest Representations clause serves to confirm that a party has the legal authority to grant a security interest in certain assets and that those assets are free from prior claims or encumbrances. In practice, this means the party making the representation assures the other party that no other creditors have a competing claim on the collateral being pledged, and that all necessary steps have been taken to perfect the security interest. This clause is essential for protecting the secured party’s rights, ensuring that their interest in the collateral is valid and enforceable, and minimizing the risk of disputes over ownership or priority.
Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer.
(b) The Containers constitute “goods” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the UCC. The lease receivables constitute “accounts” or “proceeds” of the Leases within the meaning of the UCC. The Trust Account, the Restricted Cash Account and any Series Accounts constitute “securities accounts” within the meaning of the UCC. The Issuer’s contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC.
(c) The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances.
(d) The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain
Security Interest Representations. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) and Lien in the Head Lessee Collateral in favor of the Secured Party, which security interest, upon (x) the completion of the filings referred to in
Security Interest Representations. (a) This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.
(b) The Containers constitute “goods” or “inventory” within the meaning of the applicable UCC. The Leases constitute “tangible chattel paper” within the meaning of the
Security Interest Representations. (i) In the event that the transfer of the Specified Assets pursuant to the terms of this Agreement is held not to constitute a "true sale" or "true contribution", this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Specified Assets in favor of the Buyer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller;
(ii) The Purchased Receivables constitute "accounts" within the meaning of the applicable UCC. The Purchased Equipment Loans constitute "tangible chattel paper" within the meaning of the applicable UCC. The Equipment constitutes "equipment" and not "fixtures" under the UCC. The Equipment Notes constitute "instruments" within the meaning of the applicable UCC;
Security Interest Representations. (i) In the event that the transfer of the Portfolio Investments pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Portfolio Investments in favor of the Buyer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Immediately prior to each conveyance of the Portfolio Investments made in accordance with the terms of this Agreement, the Seller was the sole owner of such Portfolio Investments and owned and had good and marketable title to such Portfolio Investments, free and clear of any lien, claim or encumbrance of any Person (other than any liens with respect to which the underlying lien will be released in connection with the transfers contemplated herein) (whether senior, junior or pari passu);
(iii) The Seller has caused 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 Portfolio Investments granted to the Buyer;
(iv) Except as provided for under this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Portfolio Investments (other than any liens with respect to which the underlying lien will be released in connection with the transfers contemplated herein). The Seller has not authorized the filing of any financing statements or documents of similar import against the Seller that include a description of collateral covering the Portfolio Investments other than any financing statement or document of similar import (i) relating to the security interest granted to the Buyer, (ii) with respect to which the underlying lien will be released in connection with the transfers contemplated herein or (iii) that has been terminated;
(v) The Seller is not aware of any judgment or tax lien filings against the Seller; and
(vi) The Seller has received all necessary consents and approvals required by the terms of the Portfolio Investments to pledge to the Buyer its interest and rights in the Portfolio Investments hereunder;
Security Interest Representations