SECURITY INTEREST REPRESENTATIONS AND WARRANTIES Sample Clauses

SECURITY INTEREST REPRESENTATIONS AND WARRANTIES. 1. The Basic Collateral Agency Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral (other than the Collateral Vehicles (the “Nonvehicle Collateral”) in favor of the Collateral Agent, which security interest is prior to all other Liens (other than Permitted Liens) of any Person (other than the Collateral Agent and other than as permitted by the Basic Collateral Agency Agreement and the other Basic Documents) and is enforceable as such as against creditors of and purchasers from the Borrower. 2. The Nonvehicle Collateral constitutes “tangible chattel paper”, “electronic chattel paper”, “accounts,” “instruments” or “general intangibles,” within the meaning of the applicable UCC. 3. With respect to the Nonvehicle Collateral that constitutes tangible chattel paper or electronic chattel paper, the Borrower has taken all steps necessary to perfect its security interest against the obligor in the property securing the lease. 4. The Borrower owns and has good and marketable title to the Collateral constituting the Reference Pool with respect to such Exchange Note free and clear of any Lien, claim or encumbrance of any Person. 5. The Borrower has received all consents and approvals to the sale of the Nonvehicle Collateral hereunder to the Collateral Agent required by the terms of the Nonvehicle Collateral that constitute instruments or payment intangibles. 6. The Borrower 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 Nonvehicle Collateral granted to the Collateral Agent hereunder (to the extent that a security interest can be perfected by such filing). 7. The Borrower has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Nonvehicle Collateral. The instruments or tangible chattel paper that constitute or evidence the Nonvehicle Collateral do not have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any Person other than the Collateral Agent. All financing statements filed or to be filed against the Borrower in favor of the Collateral Agent in connection herewith describing the Collateral contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will viola...
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SECURITY INTEREST REPRESENTATIONS AND WARRANTIES. The Issuer represents and warrants as follows: (a) This Indenture creates 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, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.
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SECURITY INTEREST REPRESENTATIONS AND WARRANTIES. FSAM represents, warrants and agrees that: (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of (i) with respect to the Master Notes and the Master Agreements, the GIC Issuers, which security interest is prior to all other Liens except for any Collateral Posting Lien and any Account Bank Lien, to which it is subordinate, and the FSA Liens, with which it is pari passu, (ii) with respect to the First Credit Agreement, the Security Agent, on behalf of the Lenders, which security interest is prior to all other Liens (except for any Collateral Posting Lien, any Account Bank Lien, the FSA Liens and the GIC Issuers’ Lien) and (iii) with respect to the Second Credit Agreement, the Security Agent, on behalf of DCL, which security interest is prior to all other Liens (except for any Collateral Posting Lien, any Account Bank Lien, the FSA Liens, the GIC Issuers’ Lien and the First Credit Agreement Lien), and is enforceable as such as against creditors of and purchasers from FSAM. The security interest of the GIC Issuers in the Collateral shall, until payment in full of the obligations and indebtedness secured thereby hereunder and termination of this Agreement with respect thereto, be a perfected security interest in the Collateral, senior to all other security interests in the Collateral, except for any Collateral Posting Lien and any Account Bank Lien, to which it is subordinate, and the FSA Liens, with which it is pari passu. The security interest of the Security Agent, (i) on behalf of the Lenders with respect to the First Credit Agreement and (ii) on behalf of DCL, with respect to the Second Credit Agreement, in the Collateral shall, until payment in full of the obligations and indebtedness secured thereby hereunder and termination of this Agreement with respect thereto, be a perfected security interest in the Collateral, senior to all other security interests in the Collateral, except for (i) in the case of the First Credit Agreement, any Collateral Posting Lien, Account Bank Lien, the FSA Liens and the GIC Issuers’ Lien, and (ii) in the case of Second Credit Agreement, any Collateral Posting Lien, Account Bank Lien, the FSA Liens, the GIC Issuers’ Lien and the First Credit Agreement Lien. (b) FSAM owns the Collateral free and clear of any lien, claim or encumbrance of any Person other than the FSA Liens, the GIC Issuers’ Lien, the Lenders’ Liens or any Permitted Lien. (c) FSAM has caused or w...
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Related to SECURITY INTEREST REPRESENTATIONS AND WARRANTIES

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Issuer Representations and Warranties The Issuer represents and warrants that at the time of the signing of this Agreement and at the time of each closing of the Offering: a. it is duly organized, validly existing and in good standing in the state in which it is incorporated with the power to own its properties and to conduct its business as described in the Offering Materials; b. it is in good standing in each other jurisdiction in which the conduct of its business or ownership or leasing of its properties requires it to be so qualified or licensed, except whether the failure to be so qualified or licensed would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or prospects of the Issuer taken as a whole; c. the Issuer incorporates Section 3(b) above into this Section; d. this Agreement has been duly authorized, executed, and delivered on behalf of the Issuer, and is the valid, binding and obligation of the Issuer, enforceable in accordance with its terms; e. no authorization, approval, consent, or license of any regulatory body or authority is required for the valid authorization, sale or delivery of the securities in the Offering, or, if so required, all authorizations, approvals, consents and licenses have been or will be obtained and will remain in full force and effect; f. the securities subject to the Offering will, when issued, sold and delivered in accordance with the terms of the Offering, be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under agreements with the Investors purchasing such securities and applicable state and federal securities laws; g. if conducted in accordance with the terms of the Offering Materials and this Agreement, the Offering is exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and any applicable state requirements and is in compliance with all applicable rules and regulations under the Federal and any applicable State securities laws.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • No Default; Representations and Warranties At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation and by-laws of Borrower (collectively, “Organizational Documents”) delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect as of the date hereof, and Borrower shall promptly deliver to Bank any amendments, supplements, restatements or other modifications to such Organizational Documents; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; (e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

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